Registration No. 2-94157/811-04146

 

As filed with the Securities and Exchange Commission on April 24, 2015

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM N-1A

REGISTRATION STATEMENT

 

under

 

THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 110

 

and

 

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 111

 

 

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

(Exact Name of Registrant as Specified in Charter)

 

601 Congress Street

Boston, Massachusetts 02210

(Address of Principal Executive Offices)

(617) 663-3000

 

 

  

Christopher Sechler

Assistant Secretary

John Hancock Variable Insurance Trust

601 Congress Street

Boston, Massachusetts 02210

(Name and Address of Agent for Service)

 

Copies to:

Mark Goshko

Kirkpatrick & Lockhart Preston Gates Ellis LLP

State Street Financial Center

Lincoln Street

Boston, MA 02111-2950

 

 

 

It is proposed that this filing will become effective:

 

__     immediately upon filing pursuant to paragraph (b)

_X_  on (April 27, 2015) pursuant to paragraph (b)

__     60 days after filing pursuant to paragraph (a)(1)

__     on (date) pursuant to paragraph (a)(1)

__     on (date) pursuant to paragraph (a)(2)

__     75 days after filing pursuant to paragraph (a)(2) of Rule 485

  

If appropriate, check the following box:

__ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

 

 
 

 

 

 

John Hancock Variable Insurance Trust

601 Congress Street, Boston, Massachusetts 02210

John Hancock Variable Insurance Trust ("JHVIT" or the "Trust") is an open-end management investment company, commonly known as a mutual fund. Shares of JHVIT are not offered directly to the public but are sold only to insurance companies and their separate accounts as the underlying investment medium for variable annuity and variable life insurance contracts ("variable contracts"). JHVIT provides a range of investment objectives through 79 separate investment portfolios or funds (each a "fund," collectively the "funds"). The following funds are described in this Prospectus. Only Series I of certain funds have ticker symbols as noted below. JHVIT offers Series NAV, Series I, Series II and Series III shares although not all funds offer all classes of shares.

 

Ticker

Ticker

Fund Name

Series I

Fund Name

Series I

500 Index Trust B

JFIVX

Lifecycle 2040 Trust

Active Bond Trust

Lifecycle 2045 Trust

All Cap Core Trust

JEACX

Lifecycle 2050 Trust

Alpha Opportunities Trust

Lifestyle Aggressive MVP

American Asset Allocation Trust

Lifestyle Aggressive PS Series

American Global Growth Trust

Lifestyle Balanced MVP

JELBX

American Growth Trust

Lifestyle Balanced PS Series

JHBPX

American Growth-Income Trust

Lifestyle Conservative MVP

JELCX

American International Trust

Lifestyle Conservative PS Series

JHCIX

American New World Trust

Lifestyle Growth MVP

JELGX

Bond Trust

Lifestyle Growth PS Series

JHGPX

Blue Chip Growth Trust

Lifestyle Moderate MVP

JELMX

Capital Appreciation Trust

Lifestyle Moderate PS Series

JHMPX

Capital Appreciation Value Trust

Mid Cap Index Trust

JECIX

Core Bond Trust

Mid Cap Stock Trust

Core Strategy Trust

Mid Value Trust

JEMUX

Currency Strategies Trust

Money Market Trust

Emerging Markets Value Trust

Money Market Trust B

Equity-Income Trust

Mutual Shares Trust

Financial Industries Trust (formerly Financial Services Trust)

JEFSX

New Income Trust

Franklin Templeton Founding Allocation Trust

Real Estate Securities Trust

Fundamental All Cap Core Trust

JEQAX

Real Return Bond Trust

Fundamental Large Cap Value Trust

Science & Technology Trust

JESTX

Global Trust

JEFGX

Short Term Government Income Trust

Global Bond Trust

Small Cap Growth Trust

JESGX

Health Science Trust

JEHSX

Small Cap Index Trust

JESIX

High Yield Trust

Small Cap Opportunities Trust

Income Trust

JEFGX

Small Cap Value Trust

JESVX

International Core Trust

Small Company Growth Trust

International Equity Index Trust B

JIEQX

Small Company Value Trust

International Growth Stock Trust

Strategic Equity Allocation Trust

International Small Company Trust

Strategic Income Opportunities Trust

JESNX

International Value Trust

Total Bond Market Trust B

JTBMX

Investment Quality Bond Trust

JIEQX

Total Return Trust

Lifecycle 2010 Trust

Total Stock Market Index Trust

JETSX

Lifecycle 2015 Trust

Ultra Short Term Bond Trust

Lifecycle 2020 Trust

U.S. Equity Trust

Lifecycle 2025 Trust

Utilities Trust

JEUTX

Lifecycle 2030 Trust

Value Trust

JEVLX

Lifecycle 2035 Trust

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No person, including any dealer or salesperson, has been authorized to give any information or to make any representations, unless the information or representation is set forth in this Prospectus. If any such unauthorized information or representation is given, it should not be relied upon as having been authorized by JHVIT, the advisor or any subadvisors to JHVIT or the principal underwriter of the shares. This Prospectus is not an offer to sell shares of JHVIT in any state where such offer or sale would be prohibited.

Prospectus dated April 27, 2015

John Hancock Variable Insurance Trust

Table of Contents

500 Index Trust B 

1

Active Bond Trust 

4

All Cap Core Trust 

8

Alpha Opportunities Trust 

11

American Asset Allocation Trust 

15

American Global Growth Trust 

18

American Growth Trust 

21

American Growth-Income Trust 

24

American International Trust 

27

American New World Trust 

30

Blue Chip Growth Trust 

33

Bond Trust 

37

Capital Appreciation Trust 

40

Capital Appreciation Value Trust 

44

Core Bond Trust 

48

Core Strategy Trust 

51

Currency Strategies Trust 

56

Emerging Markets Value Trust 

59

Equity-Income Trust 

63

Financial Industries Trust 

67

Franklin Templeton Founding Allocation Trust 

71

Fundamental All Cap Core Trust 

76

Fundamental Large Cap Value Trust 

79

Global Trust 

82

Global Bond Trust 

85

Health Sciences Trust 

89

High Yield Trust 

92

Income Trust 

96

International Core Trust 

99

International Equity Index Trust B 

102

International Growth Stock Trust 

105

International Small Company Trust 

108

International Value Trust 

112

Investment Quality Bond Trust 

115

Lifecycle 2010 Trust 

119

Lifecycle 2015 Trust 

124

Lifecycle 2020 Trust 

129

Lifecycle 2025 Trust 

134

Lifecycle 2030 Trust 

139

Lifecycle 2035 Trust 

144

Lifecycle 2040 Trust 

149

Lifecycle 2045 Trust 

154

Lifecycle 2050 Trust 

159

Lifestyle Aggressive MVP 

164

Lifestyle Aggressive PS Series 

171

Lifestyle Balanced MVP 

176

Lifestyle Balanced PS Series 

183

Lifestyle Conservative MVP 

188

Lifestyle Conservative PS Series 

195

Lifestyle Growth MVP 

201

Lifestyle Growth PS Series 

208

Lifestyle Moderate MVP 

213

Lifestyle Moderate PS Series 

220

Mid Cap Index Trust 

225

Mid Cap Stock Trust 

228

Mid Value Trust 

231

Money Market Trust 

234

Money Market Trust B 

237

Mutual Shares Trust 

240

New Income Trust 

244

Real Estate Securities Trust 

248

Real Return Bond Trust 

251

Science & Technology Trust 

255

Short Term Government Income Trust 

259

Small Cap Growth Trust 

262

Small Cap Index Trust 

265

Small Cap Opportunities Trust 

268

Small Cap Value Trust 

272

Small Company Growth Trust 

275

Small Company Value Trust 

278

Strategic Equity Allocation Trust 

282

Strategic Income Opportunities Trust 

286

Total Bond Market Trust B 

289

Total Return Trust 

293

Total Stock Market Index Trust 

297

Ultra Short Term Bond Trust 

300

U.S. Equity Trust 

303

Utilities Trust 

306

Value Trust 

310

Additional Information about the funds

313

Other permitted investments by the funds of funds

313

Additional information about the funds of funds' principal risks

314

Additional information about the funds' principal risks

318

Additional information about the funds' investment policies (including each fund of funds)

328

Management

329

Trustees

329

Investment Management

329

Subadvisors and Portfolio Managers

330

Share classes and Rule 12b-1 plans

343

Share classes

343

Rule 12b-1 Plans

343

General information

344

Purchase and redemption of shares

344

Valuation of shares

344

Valuation of securities

345

Dividends

345

Disruptive short term trading

345

Policy regarding disclosure of fund portfolio holdings

346

XBRL filings

346

Additional information about fund expenses

346

Financial highlights

347

Appendix A
Schedule of Management Fees

382

For more information

390


500 Index Trust B 

Investment objective

To approximate the aggregate total return of a broad-based U.S. domestic equity market index.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.46

0.46

0.46

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Total annual fund operating expenses

0.54

0.74

0.49

Contractual expense reimbursement  1

– 0.24

– 0.24

– 0.24

Total annual fund operating expenses after expense reimbursements

0.30

0.50

0.25

1

The advisor has agreed to waive its advisory fee (or, if necessary, reimburse expenses of the fund) in an amount so that the fund's annual operating expenses do not exceed its "Total annual fund operating expenses after expense reimbursements" as shown in the table above. A fund's "Total annual fund operating expenses" includes all of its operating expenses including advisory and Rule 12b-1 fees, but excludes taxes, brokerage commissions, interest, short dividends, acquired fund fees, litigation and indemnification expenses and extraordinary expenses of the fund not incurred in the ordinary course of the fund's business. The advisor's obligation to provide the expense cap will remain in effect until April 30, 2016 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

31

51

26

3 years

149

212

133

5 years

278

388

250

10 years

654

896

593

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 2% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund seeks to approximate the aggregate total return of a broad-based U.S. domestic equity market index. To pursue this goal, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in (a) the common stocks that are included in the S&P 500 Index and (b) securities (which may or may not be included in the S&P 500 Index) that the subadvisor believes as a group will behave in a manner similar to the index. The subadvisor may determine that the fund's investments in certain instruments, such as index futures, total return swaps and exchanged-traded funds ("ETFs") have similar economic characteristics as securities that are in the S&P 500 Index. As of February 28, 2015, the market capitalizations of companies included in the S&P 500 Index ranged from $3 billion to $753.4 billion.

An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indexes may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. In contrast to actively managed funds, which seek to outperform their respective benchmark indexes through research and analysis, index funds are passively managed funds that seek to mirror the performance of their target indexes, minimizing performance differences over time. The fund attempts to match the performance of the S&P 500 Index by: (a) holding all, or a representative sample, of the securities that comprise that index and/or (b) by holding securities (which may or may not be included in the index) that the subadvisor believes as a group will behave in a manner similar to the index. However, an index fund has operating expenses and transaction costs, while a market index does not. Therefore, the fund, while it attempts to track its target index closely, typically will be unable to match the performance of the index exactly. The composition of an index changes from time to time, and the subadvisor will reflect those changes in the composition of the fund's portfolio as soon as practicable.

 

1


Table of Contents

Use of Hedging and Other Strategic Transactions . The fund may invest in futures contracts, swaps, and Depositary Receipts. The fund may invest in derivatives (investments whose value is based on securities, indexes or currencies).

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

S&P 500 Index risk An investment in the fund involves risks similar to the risks of investing directly in the equity securities included in the S&P 500 Index.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. For periods prior to the inception date of the fund, performance shown is the actual performance of the sole share class of the fund's predecessor fund and has not been adjusted to reflect the Rule 12b-1 fees of any class of shares. As a result, pre-inception performance of the fund may be higher than if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

2


Table of Contents

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 15.85%

Worst quarter: Q4 '08, –22.11%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

13.33

15.17

7.43

11/05/2012

Series II

13.15

15.08

7.38

11/05/2012

Series NAV

13.43

15.20

7.44

05/01/1996

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

13.69

15.45

7.67

05/01/1996

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Brett Hryb, CFA
Managing Director and Senior Portfolio Manager
Managed fund since 2014

Ashikhusein Shahpurwala, CFA
Senior Portfolio Manager
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

3


Table of Contents

Active Bond Trust 

Investment objective

To seek income and capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.60

0.60

0.60

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.69

0.89

0.64

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

70

91

65

3 years

221

284

205

5 years

384

493

357

10 years

859

1,096

798

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 62% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in a diversified mix of debt securities and instruments. The fund seeks to invest its assets in debt securities and instruments with an average duration of between 4 to 6 years, however, there is no limit on the fund's average maturity. As part of its investment strategy, the fund may invest in mortgage-backed securities to a significant extent.

Eligible investments include, but are not limited to:

U.S. Treasury and agency securities;

Asset-backed securities and mortgage-backed securities, both investment grade and below-investment grade, including mortgage pass-through securities, commercial mortgage-backed securities ("CMBS") and collateralized mortgage obligations ("CMOs");

Corporate bonds, both U.S. and foreign, and without any limit on credit quality; and

Foreign government and agency securities.

The fund may invest in asset-backed securities rated, at the time of purchase, less than A (but not rated lower than B by Standard & Poor's Ratings Services ("S&P") or Moody's Investors Service ("Moody's"). Each subadvisor uses proprietary research and economic and industry analysis to identify specific bonds, bond sectors and industries that are attractively priced. Due to this process, the fund may have a higher than average portfolio turnover ratio, which may increase expenses and affect performance results.

The foreign securities in which the fund invests may be denominated in U.S. dollars or foreign currency.

The fund employs a multi-manager approach with two subadvisors, Declaration Management & Research LLC ("Declaration") and John Hancock Asset Management a division of Manulife Asset Management (US) LLC ("John Hancock Asset Management"), each of which employs its own investment approach and independently manages its portion of the fund. The fund will be rebalanced periodically so that the subadvisors manage the following portions of the fund:

 

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Table of Contents

50%* Declaration

50%* John Hancock Asset Management

* Percentages are approximate. Since the fund is only rebalanced periodically, the actual portion of the fund managed by each subadvisor will vary.

This allocation methodology may change in the future.

Declaration

Declaration uses a combination of proprietary research and quantitative tools and seeks to identify bonds and bond sectors that are attractively priced based upon market fundamentals and technical factors. Declaration opportunistically emphasizes bonds with yields in excess of U.S. Treasury securities.

This portion of the fund normally has no more than 10% of its total assets in high yield bonds ("junk bonds") and normally invests in foreign securities only if U.S. dollar-denominated. This portion of the fund normally has an average credit rating of "A" or "AA."

John Hancock Asset Management

John Hancock Asset Management uses proprietary research to identify specific bond sectors, industries and bonds that are attractively priced. John Hancock Asset Management tries to anticipate shifts in the business cycle, using economic and industry analysis to determine which sectors and industries might benefit over the next 12 months.

This portion of the fund normally has no more than 25% of its total assets in high yield bonds (sometimes referred to as "junk bonds") and may invest in both U.S. dollar-denominated and foreign currency-denominated foreign securities. This portion of the fund normally has an average credit rating of "A" or "AA."

Under normal circumstances, no more than 15% of the total assets of the portion of the fund managed by John Hancock Asset Management will be invested in asset-backed securities rated lower than A by both rating agencies.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk" including, but not limited to, U.S. Treasury futures and options, index derivatives, credit default swaps and forwards.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

 

5


Table of Contents

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

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

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

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. For periods prior to the inception of the fund, performance shown for each share class is the actual performance of the sole share class of the fund's predecessor fund. This pre-inception performance for each of the Series I and Series II share classes has not been adjusted to reflect the Rule 12b-1 fees of that class and would be lower if it did. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q3 '09, 9.91%

Worst quarter: Q4 '08, –5.91%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

6.81

7.19

5.82

04/29/2005

Series II

6.59

7.01

5.62

04/29/2005

Series NAV

6.97

7.26

5.88

03/29/1986

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

5.97

4.45

4.71

03/29/1986

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Declaration Management & Research LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Portfolio management

 

Peter Farley, CFA
Senior Vice President; Declaration Management & Research LLC

Managed fund since 2005

Jeffrey N. Given
Vice President; John Hancock Asset Management a division of Manulife Asset Management
(US) LLC

Managed fund since 2006

Howard C. Greene
Senior Vice President; John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Managed fund since 2005

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Table of Contents

All Cap Core Trust 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.77

0.77

0.77

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.05

0.05

0.05

Total annual fund operating expenses

0.87

1.07

0.82

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

89

109

84

3 years

278

340

262

5 years

482

590

455

10 years

1,073

1,306

1,014

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 249% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests in common stocks and other equity securities within all asset classes (small-, mid- and large-cap) of those included in the Russell 3000 Index ($21 million to $748 billion as of February 28, 2015).

The fund may invest in all types of equity securities including common stocks, preferred stocks, convertible securities and depositary receipts for such securities. These securities may be listed on securities exchanges, traded in various over-the-counter markets or have no organized markets. The fund may also invest in U.S. government securities.

The subadvisor blends fundamental equity analysis and quantitative theory into a disciplined and systematic process. The technique minimizes subjectivity and allows the team to analyze the broadest possible universe of stocks. The subadvisor's systematic equity strategy evaluates current market conditions to dynamically weight each stock selection factor in a quantitative model. Stock selection factors include multiple valuation, growth, quality, and sentiment and stability characteristics. The relative weights of these factors in the model vary according to the favorability of current conditions for each factor. Conditions include the phase of the economic cycle, liquidity, and market sentiment, fear and greed.

The subadvisor extensively ranks the Russell 3000 Index universe according to this dynamic model to identify what the subadvisor believes are the most and least attractive securities. Expected returns are generated for each stock relative to its own industry. Securities are then selected based on expected returns, risk control constraints and anticipated transaction costs.

By applying a rigorous portfolio construction process, the subadvisor targets excess return levels similar to traditional managers, while holding a significantly more diversified basket of stocks. Non-linear market impact assumptions are also incorporated into the process to maximize the trade-off between the anticipated pickup from trading and the costs associated with making these trades.

The fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 17.59%

Worst quarter: Q4 '08, –23.17%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

9.64

14.27

6.86

07/15/1996

Series II

9.46

14.04

6.65

01/28/2002

Series NAV

9.69

14.32

6.92

04/29/2005

Russell 3000 Index (reflects no deduction for fees, expenses, or taxes)

12.56

15.63

7.94

07/15/1996

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor QS Investors, LLC

Portfolio management

 

Robert Wang
Head of Porfolio Implementation
Managed fund since 2010

Russell Shtern, CFA
Portfolio Manager
Managed fund since 2010

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Table of Contents

Alpha Opportunities Trust 

Investment objective

To seek long-term total return.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.97

0.97

0.97

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03  1

0.03  2

0.03  1

Total annual fund operating expenses

1.05

1.25

1.00

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

2

"Other expenses" have been estimated for the first year of operations of the fund's Series II shares.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

107

127

102

3 years

334

397

318

5 years

579

686

552

10 years

1,283

1,511

1,225

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 109% of the average value of its portfolio.

Principal investment strategies

The fund employs a "multiple sleeve structure," which means the fund has several components that are managed separately in different styles. The fund seeks to obtain its objective by combining these different component styles in a single fund.

For each component "sleeve," the subadvisor has a distinct investment philosophy and analytical process to identify specific securities for purchase or sale based on internal, proprietary research. Each component sleeve tends to be flexible, opportunistic, and total return-oriented such that the aggregate portfolio represents a wide range of investment philosophies, companies, industries and market capitalizations. Investment personnel for each component sleeve have complete discretion and responsibility for selection and portfolio construction decisions within their specific sleeve.

The subadvisor is responsible for selecting styles or approaches for component sleeves with a focus on combining complementary investment styles, monitoring the risk profile, strategically rebalancing the portfolio, and maintaining a consistent fund profile. In choosing prospective investments, the subadvisor analyzes a number of factors, such as business environment, management quality, balance sheet, income statement, anticipated earnings, expected growth rates, revenues, dividends and other related measures of value.

Under normal market conditions, the fund invests at least 65% of its total assets in equity and equity-related securities, including common stock, preferred stock, depositary receipts (including American Depositary Receipts ("ADRs") and Global Depositary Receipts), index-related securities (including exchange-traded funds ("ETFs")), real estate investment structures (including REITs), convertible securities, preferred stock, private placements, convertible preferred stock, rights, and warrants. The fund may invest in listed and unlisted domestic and foreign equity and equity-related securities or instruments. These equity and equity-related instruments may include equity securities of, or options linked to, emerging market issuers or indexes.

The fund may invest up to 35% of its total assets in the securities of foreign issuers and foreign currency-denominated securities, including companies that conduct their principal business activities in emerging markets or whose securities are traded principally on exchanges in emerging markets.

 

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Table of Contents

The fund may also invest in fixed-income securities, fixed-income related instruments, and cash and cash equivalents. These fixed-income securities may include below-investment-grade instruments.

The fund may invest in over-the-counter and exchange-traded derivatives, including but not limited to futures, forward contracts, swaps, options, options on futures, swaptions, structured notes, and market access products, to reduce risk and enhance potential income.

The fund may invest in initial public offerings ("IPOs"). The fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

 

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Table of Contents

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

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

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 18.66%

Worst quarter: Q3 '11, –19.40%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

8.00

13.79

14.44

06/02/2009

Series NAV

8.12

13.87

14.51

10/07/2008

Russell 3000 Index (reflects no deduction for fees, expenses, or taxes)

12.56

15.63

14.13

10/07/2008

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Wellington Management Company LLP

Portfolio management

 

Kent M. Stahl, CFA
Senior Managing Director and Director of Investments and Risk Management
Managed fund since 2008

Gregg R. Thomas, CFA
Senior Managing Director and Director of Risk Management
Managed fund since 2008

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Table of Contents

American Asset Allocation Trust 

Investment objective

To seek to provide high total return (including income and capital gains) consistent with preservation of capital over the long term.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   III

Management fee  1

0.28

0.28

0.28

Distribution and service (Rule 12b-1) fees

0.60

0.75

0.25

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.92

1.07

0.57

1

The table reflects the combined fees of the feeder fund and the master fund.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   III

1 year

94

109

58

3 years

293

340

183

5 years

509

590

318

10 years

1,131

1,306

714

Portfolio turnover

The fund, which operates as a feeder fund, does not pay transaction costs, such as commissions, when it buys and sells shares of the master fund (or "turns over" its portfolio). A master fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the master fund and of the fund. During its most recent fiscal year, the master fund's portfolio turnover rate was 7% of the average value of its portfolio.

Principal investment strategies

The fund invests all of its assets in Class 1 shares of its master fund, the Asset Allocation Fund(SM), a series of American Funds Insurance Series. The master fund invests in a diversified portfolio of common stocks and other equity securities, bonds and other intermediate and long-term debt securities, and money market instruments (debt securities maturing in one year or less). Although the fund focuses on investments in medium to larger capitalization companies, the fund's investments are not limited to a particular capitalization size. In addition, the master fund may invest up to 25% of its debt assets in lower quality debt securities (rated Ba1 or below and BB+ or below by a nationally recognized statistical rating organization ("NRSRO") designated by the fund's investment advisor or unrated but determined to be of equivalent quality by the fund's investment advisor). Such securities are sometimes referred to as "junk bonds."

In seeking to pursue its investment objective, the fund varies its mix of equity securities, debt securities and money market instruments. Under normal market conditions, the master fund's investment advisor expects (but is not required) to maintain an investment mix falling within the following ranges: 40% – 80% in equity securities, 20% – 50% in debt securities and 0% – 40% in money market instruments. The proportion of equities, debt and money market securities held by the master fund will vary with market conditions and the investment advisor's assessment of their relative attractiveness as investment opportunities. The master fund may invest up to 15% of its assets in common stocks and other equity securities of issuers domiciled outside the U.S. and up to 5% of its assets in debt securities of issuers domiciled outside the U.S.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Asset allocation risk. Although asset allocation among different asset categories generally limits risk and exposure to any one category, the risk remains that the adviser may favor an asset category that performs poorly relative to the other asset categories.

 

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Table of Contents

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives and other strategic transactions risk. Hedging and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, could become harder to value or sell at a fair price.

Income stock risk. Income provided by the fund may be affected by changes in the dividend polices of the companies in which the fund invests and the capital resources available for such payments at such companies.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. The performance of the fund's oldest share class, for periods prior to its inception, is the performance of the master fund share class in which the fund invests, adjusted to reflect the expenses of the fund's oldest class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance

 

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information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index represents 60% of the S&P 500 Index and 40% of the Barclays U.S. Aggregate Bond Index.

Calendar year total returns for Series II (%)



Best quarter: Q3 '09, 11.42%

Worst quarter: Q4 '08, -16.41%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

5.05

11.14

7.00

04/28/2008

Series II

4.89

10.98

6.70

05/01/2007

Series III

5.40

11.55

7.31

01/02/2008

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

13.69

15.45

7.67

05/01/2007

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

5.97

4.45

4.71

05/01/2007

Combined Index (reflects no deduction for fees, expenses, or taxes)

10.62

11.18

6.77

05/01/2007

Investment management

Investment Advisor of the Master Fund: Capital Research and Management Company

Portfolio management

 

Alan N. Berro
President; Partner - Capital World Investors
Managed the fund since 2000

J. David Carpenter
Partner - Capital World Investors
Managed the fund since 2013

David A. Daigle
Partner - Capital Fixed Income Investors, Capital Research Company
Managed the fund since 2009

Jefferey T. Lager
Partner - Capital World Investors
Managed the fund since 2007

James R. Mulally
Partner - Capital Fixed Income Investors, CRMC
Managed the fund since 2006

Eugene P. Stein
Partner - Capital World Investors
Managed the fund since 2008

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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American Global Growth Trust 

Investment objective

To seek to provide long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   III

Management fee  1

0.52

0.52

0.52

Distribution and service (Rule 12b-1) fees

0.60

0.75

0.25

Other expenses

0.06

0.06

0.06

Total annual fund operating expenses

1.18

1.33

0.83

1

The table reflects the combined fees of the feeder fund and the master fund.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   III

1 year

120

135

85

3 years

375

421

265

5 years

649

729

460

10 years

1,432

1,601

1,025

Portfolio turnover

The fund, which operates as a feeder fund, does not pay transaction costs, such as commissions, when it buys and sells shares of the master fund (or "turns over" its portfolio). A master fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the master fund and of the fund. During its most recent fiscal year, the master fund's portfolio turnover rate was 13% of the average value of its portfolio.

Principal investment strategies

The fund invests all of its assets in Class 1 shares of its master fund, the Global Growth Fund(SM), a series of American Funds Insurance Series. The Global Growth Fund invests primarily in common stocks of companies around the world that the advisor believes have potential for growth. As a fund that seeks to invest globally, the Global Growth Fund will allocate its assets among securities of companies domiciled in various countries, including the United States and countries with emerging markets (but in no fewer than three countries). Under normal market conditions, the Global Growth Fund will invest significantly in issuers domiciled outside the United States (i.e., at least 40% of its net assets, unless market conditions are not deemed favorable by the fund's investment adviser, in which case the fund would invest at least 30% of its net assets in issuers outside the United States. Although the fund focuses on investments in medium to larger capitalization companies, the fund's investments are not limited to a particular capitalization size.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk."

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

 

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Table of Contents

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives and other strategic transactions risk. Hedging and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, could become harder to value or sell at a fair price.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. The performance of the fund's oldest share class, for periods prior to its inception, is the performance of the master fund share class in which the fund invests, adjusted to reflect the expenses of the fund's oldest class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series II (%)



Best quarter: Q2 '09, 22.00%

Worst quarter: Q4 '08, -20.17%

 

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Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

1.96

10.09

8.29

11/05/2010

Series II

1.82

9.95

8.03

05/01/2007

Series III

2.31

10.50

8.63

01/02/2008

MCSI All Country World Index (gross of foreign withholding taxes on dividends) (reflects no deduction for fees, expenses, or taxes)

4.71

9.74

6.65

05/01/2007

Lipper Global Fund Index (reflects no deduction for fees, expenses, or taxes)

3.86

9.09

6.10

05/01/2007

Investment management

Investment Advisor of the Master Fund: Capital Research and Management Company

Portfolio management

 

Jonathan Knowles
Partner - Capital World Investors

Managed fund since 2013

Steven T. Watson
Partner - Capital World Investors
Managed the fund since 2002

Isabelle de Wismes
Partner - Capital World Investors
Managed fund since 2012

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Table of Contents

American Growth Trust 

Investment objective

To seek to provide growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   III

Management fee  1

0.33

0.33

0.33

Distribution and service (Rule 12b-1) fees

0.60

0.75

0.25

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.97

1.12

0.62

1

The table reflects the combined fees of the feeder fund and the master fund.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   III

1 year

99

114

63

3 years

309

356

199

5 years

536

617

346

10 years

1,190

1,363

774

Portfolio turnover

The fund, which operates as a feeder fund, does not pay transaction costs, such as commissions, when it buys and sells shares of the master fund (or "turns over" its portfolio). A master fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the master fund and of the fund. During its most recent fiscal year, the master fund's portfolio turnover rate was 7% of the average value of its portfolio.

Principal investment strategies

The fund invests all of its assets in Class 1 shares of its master fund, the Growth Fund(SM), a series of American Funds Insurance Series. The Growth Fund invests primarily in common stocks and seeks to invest in companies that appear to offer superior opportunities for growth of capital. The Growth Fund may also invest a portion of its assets in common stocks and other securities of issuers domiciled outside the U.S. Although the fund focuses on investments in medium to larger capitalization companies, the fund's investments are not limited to a particular capitalization size.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

 

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Table of Contents

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. The performance of the fund's oldest share class, for periods prior to its inception, is the performance of the master fund share class in which the fund invests, adjusted to reflect the expenses of the fund's oldest class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series II (%)



Best quarter: Q1 '12, 14.57%

Worst quarter: Q3 '11, –16.87%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

8.13

13.18

7.43

07/09/2003

Series II

7.96

13.01

7.27

05/05/2003

Series III

8.47

13.57

7.68

01/02/2008

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

13.69

15.45

7.67

05/05/2003

Investment management

Investment Advisor of the Master Fund: Capital Research and Management Company

Portfolio management

 

Donnalisa Parks Barnum
Partner - Capital World Investors
Managed the fund since 2003

Gregory D. Johnson
Partner - Capital World Investors
Managed the fund since 2007

Michael T. Kerr
Partner - Capital World Investors
Managed the fund since 2005

Ronald B. Morrow
Partner - Capital World Investors
Managed the fund since 2003

Andraz Razen
Vice President - Capital World Investors
Managed the fund since 2013

Alan J. Wilson
Partner - Capital World Investors
Managed the fund since 2014

 

22


Table of Contents

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

23


Table of Contents

American Growth-Income Trust 

Investment objective

To seek to provide growth of capital and income.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   III

Management fee  1

0.27

0.27

0.27

Distribution and service (Rule 12b-1) fees

0.60

0.75

0.25

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.91

1.06

0.56

1

The table reflects the combined fees of the feeder fund and the master fund.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   III

1 year

93

108

57

3 years

290

337

179

5 years

504

585

313

10 years

1,120

1,294

701

Portfolio turnover

The fund, which operates as a feeder fund, does not pay transaction costs, such as commissions, when it buys and sells shares of the master fund (or "turns over" its portfolio). A master fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the master fund and of the fund. During its most recent fiscal year, the master fund's portfolio turnover rate was 6% of the average value of its portfolio.

Principal investment strategies

The fund invests all of its assets in Class 1 shares of its master fund, the Growth-Income Fund(SM), a series of American Funds Insurance Series. The Growth-Income Fund invests primarily in common stocks or other securities that the Growth-Income Fund's investment advisor believes demonstrate the potential for appreciation and/or dividends. Although the Growth-Income Fund focuses on investments in medium to larger capitalization companies, its investments are not limited to a particular capitalization size. The Growth-Income Fund may invest up to 15% of its assets, at the time of purchase, in securities of issuers domiciled outside the U.S. The Growth-Income Fund is designed for investors seeking both capital appreciation and income.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

 

24


Table of Contents

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Income stock risk. Income provided by the fund may be affected by changes in the dividend polices of the companies in which the fund invests and the capital resources available for such payments at such companies.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. The performance of the fund's oldest share class, for periods prior to its inception, is the performance of the master fund share class in which the fund invests, adjusted to reflect the expenses of the fund's oldest class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series II (%)



Best quarter: Q3 '10, 11.69%

Worst quarter: Q3 '11, –14.95%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

10.25

13.31

6.72

07/09/2003

Series II

10.12

13.13

6.56

05/05/2003

Series III

10.64

13.70

7.05

01/02/2008

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

13.69

15.45

7.67

05/05/2003

 

25


Table of Contents

Investment management

Investment Advisor of the Master Fund: Capital Research and Management Company

Portfolio management

 

Donald D. O'Neal
Vice Chairman of the Board; Partner - Capital Research Global Investors
Managed the fund since 2005

J. Blair Frank
Partner - Capital Research Global Investors
Managed the fund since 2006

Claudia P. Huntington
Partner - Capital Research Global Investors
Managed the fund since 1994

Dylan Yolles
Vice President; Partner - Capital International Investors
Managed the fund since 2005

William L. Robbins
Partner - Capital International Investors
Managed fund since 2011

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

26


Table of Contents

American International Trust 

Investment objective

To seek to provide long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   III

Management fee  1

0.50

0.50

0.50

Distribution and service (Rule 12b-1) fees

0.60

0.75

0.25

Other expenses

0.06

0.06

0.06

Total annual fund operating expenses

1.16

1.31

0.81

1

The table reflects the combined fees of the feeder fund and the master fund.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   III

1 year

118

133

83

3 years

368

415

259

5 years

638

718

450

10 years

1,409

1,579

1,002

Portfolio turnover

The fund, which operates as a feeder fund, does not pay transaction costs, such as commissions, when it buys and sells shares of the master fund (or "turns over" its portfolio). A master fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the master fund and of the fund. During its most recent fiscal year, the master fund's portfolio turnover rate was 6% of the average value of its portfolio.

Principal investment strategies

The fund invests all of its assets in Class 1 shares of its master fund, the International Fund(SM), a series of American Funds Insurance Series. The International Fund invests primarily in common stocks of companies domiciled outside the United States, including companies domiciled in developing countries, that the advisor believes have the potential for growth. Although the fund focuses on investments in medium to larger capitalization companies, the fund's investments are not limited to a particular capitalization size.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

 

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Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. The performance of the fund's oldest share class, for periods prior to its inception, is the performance of the master fund share class in which the fund invests, adjusted to reflect the expenses of the fund's oldest class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series II (%)



Best quarter: Q3 '10, 17.85%

Worst quarter: Q3 '11, –21.95%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

–3.05

4.80

5.95

07/09/2003

Series II

–3.15

4.65

5.79

05/05/2003

Series III

–2.66

5.17

6.20

01/02/2008

MSCI All Country World ex-U.S. Index (reflects no deduction for fees, expenses or taxes)

–3.44

4.89

5.59

05/05/2003

MSCI EAFE Index (gross of foreign withholding taxes on dividends) (reflects no deduction for fees, expenses, or taxes)

–4.48

5.81

4.91

05/05/2003

Investment management

Investment Advisor of the Master Fund: Capital Research and Management Company

 

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Portfolio management

 

Sung Lee
Vice President; Partner - Capital Research Global Investors
Managed the fund since 2005

L. Alfonso Barroso
Partner - Capital Research Global Investors
Managed the fund since 2009

Jesper Lyckeus
Partner - Capital Research Global Investors
Managed the fund since 2007

Christopher M. Thomsen
Partner - Capital Research Global Investors
Managed the fund since 2005

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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American New World Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   III

Management fee  1

0.72

0.72

0.72

Distribution and service (Rule 12b-1) fees

0.60

0.75

0.25

Other expenses

0.13

0.13

0.13

Total annual fund operating expenses

1.45

1.60

1.10

1

The table reflects the combined fees of the feeder fund and the master fund.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   III

1 year

148

163

112

3 years

459

505

350

5 years

792

871

606

10 years

1,735

1,900

1,340

Portfolio turnover

The fund, which operates as a feeder fund, does not pay transaction costs, such as commissions, when it buys and sells shares of the master fund (or "turns over" its portfolio). A master fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the master fund and of the fund. During its most recent fiscal year, the master fund's portfolio turnover rate was 20% of the average value of its portfolio.

Principal investment strategies

The fund invests all of its assets in Class 1 shares of its master fund, the New World Fund, a series of American Funds Insurance Series. The New World Fund invests primarily in stocks of companies with significant exposure to countries with developing economies and/or markets that the advisor believes have potential of providing capital appreciation. The fund may invest in companies without regard to market capitalization, including companies with small market capitalizations.

The New World Fund may also invest in debt securities of issuers, including issuers of lower rated bonds (rated Ba1 or below and BB+ or below by NRSROs designated by the fund's investment advisor or unrated but determined to be of equivalent quality by the fund's advisor), with exposure to these countries. Bonds rated Ba1 or below or BB+ or below are sometimes referred to as "junk bonds."

Under normal market conditions, the fund invests at least 35% of its assets in equity and debt securities of issuers primarily based in qualified countries that have developing economies and/or markets.

In determining whether a country is qualified, the New World Fund will consider such factors as the country's per capita gross domestic product; the percentage of the country's economy that is industrialized; market capital as a percentage of gross domestic product; the overall regulatory environment; the presence of government regulation limiting or banning foreign ownership; and restrictions on repatriation of initial capital, dividends, interest and/or capital gains. The New World Fund's investment advisor will maintain a list of qualified countries and securities in which the fund may invest. Qualified developing countries in which the fund may invest currently include, but are not limited to, Argentina, Bahrain, Brazil, Bulgaria, Chile, China, Colombia, Croatia, Czech Republic, Dominican Republic, Ecuador, Egypt, Gabon, Ghana, Greece, Hungary, India, Indonesia, Jamaica, Jordan, Kazakhstan, Kenya, Kuwait, Lebanon, Macau, Malaysia, Malta, Mexico, Morocco, Nigeria, Oman, Pakistan, Panama, Paraguay, Peru, Philippines, Poland, Qatar, Romania, Russian Federation, Saudi Arabia, Slovenia, South Africa, Sri Lanka, Thailand, Turkey, Ukraine, United Arab Emirates, Uruguay, Venezuela, Vietnam and Zambia.

 

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The New World Fund may invest in equity securities of any company, regardless of where it is based, if the New World Fund's investment advisor determines that a significant portion of the company's assets or revenues (generally 20% or more) is attributable to developing countries. In addition, the New World Fund may invest up to 25% of its assets in nonconvertible debt securities of issuers, including issuers of lower rated bonds ("junk bonds") and government bonds, that are primarily based in qualified countries or that have a significant portion of their assets or revenues attributable to developing countries. The New World Fund may also, to a limited extent, invest in securities of issuers based in nonqualified developing countries.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes

 

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shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. The performance of the fund's oldest share class, for periods prior to its inception, is the performance of the master fund share class in which the fund invests, adjusted to reflect the expenses of the fund's oldest class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series II (%)



Best quarter: Q3 '10, 17.37%

Worst quarter: Q3 '11, –19.06%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

–8.21

3.74

8.07

05/06/2009

Series II

–8.37

3.58

7.80

05/01/2007

Series III

–7.95

4.10

8.40

01/02/2008

MSCI All Country World Index (gross of foreign withholding taxes on dividends) (reflects no deduction for fees, expenses, or taxes)

4.71

9.74

6.65

05/01/2007

Investment management

Investment Advisor of the Master Fund: Capital Research and Management Company

Portfolio management

 

Nicholas J. Grace
Partner - Capital World Investors
Managed fund since 2012

F. Galen Hoskin
Partner - Capital World Investors
Managed fund since 2006

Carl M. Kawaja
Vice President; Partner - Capital World Investors
Managed the fund since 1999

Robert H. Neithart
Partner - Fixed Income, Capital Research and Management Company
Managed the fund since 2011

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Table of Contents

Blue Chip Growth Trust 

Investment objective

To provide long-term growth of capital. Current income is a secondary objective.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.78

0.78

0.78

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Total annual fund operating expenses

0.86

1.06

0.81

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

88

108

83

3 years

274

337

259

5 years

477

585

450

10 years

1,061

1,294

1,002

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 26% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in the common stocks of large and medium-sized blue chip growth companies. These are firms that, in the subadvisor's view, are well established in their industries and have the potential for above-average earnings growth.

In identifying blue chip companies, the subadvisor generally considers the following characteristics:

Leading market positions . Blue chip companies often have leading market positions that are expected to be maintained or enhanced over time. Strong positions, particularly in growing industries, can give a company pricing flexibility as well as the potential for good unit sales. These factors, in turn, can lead to higher earnings growth and greater share price appreciation.

Seasoned management team s. Seasoned management teams with a track record of providing superior financial results are important for a company's long-term growth prospects. The subadvisor's analysts will evaluate the depth and breadth of a company's management experience.

Strong financial fundamentals . Companies should demonstrate faster earnings growth than their competitors and the market in general; high profit margins relative to competitors; strong cash flow; a healthy balance sheet with relatively low debt; and a high return on equity with a comparatively low dividend payout ratio.

This investment approach reflects the subadvisor's belief that the combination of solid company fundamentals (with emphasis on the potential for above-average growth in earnings or operating cash flow) along with a positive industry outlook will ultimately reward investors with strong investment performance. Some of the companies the subadvisor targets will have good prospects for dividend growth. The fund may at times invest significantly in stocks of technology companies.

While most of the assets of the fund are invested in U.S. common stocks, the fund may also purchase or invest in other types of securities, including (i) U.S. and foreign currency-denominated foreign securities (up to 20% of its net assets) including American Depositary Receipts (ADRs), (ii) convertible stocks, warrants and bonds, and (iii) futures and options. Investments in convertible securities, warrants, preferred stocks and debt securities are limited to 25% of total assets.

 

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The fund may invest in debt securities of any type, including municipal securities, without restrictions on quality or rating. Such securities would be issued by companies which meet the investment criteria for the fund but may include below-investment grade debt securities ("junk bonds"). The fund will not purchase a below-investment-grade debt security if, immediately after such purchase, the fund would have more than 5% of its total assets invested in such securities.

The fund's debt securities may include privately negotiated notes or loans, including loan participations and assignments ("bank loans"). These investments will only be made in companies, municipalities or entities that meet the fund's investment criteria. Direct investments in bank loans may be illiquid and holding a loan could expose the fund to the risks of being a direct lender. Since the fund invests primarily in equity securities, the risks associated with fixed-income securities will not affect the fund as much as they would a fund that invests more of its assets in fixed-income securities.

The fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. dollar- and foreign currency-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less. The fund may invest reserves in U.S. dollars and foreign currencies.

The fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may or may not bear interest or pay dividends at below (or even relatively nominal) rates.

The fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

In pursuing the fund's investment objectives, the subadvisor has the discretion to deviate from its normal investment criteria, as described above, and purchase securities the subadvisor believes will provide an opportunity for substantial appreciation. These situations might arise when the subadvisor believes a security could increase in value for a variety of reasons including a change in management, an extraordinary corporate event, a new product introduction or innovation or a favorable competitive development. 

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

 

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

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

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Information technology risk. The information technology sector can be significantly affected by rapid obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, government regulation, and general economic conditions.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q1 '12, 18.74%

Worst quarter: Q4 '08, –24.87%

 

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Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

9.07

16.53

8.70

12/11/1992

Series II

8.88

16.31

8.48

01/28/2002

Series NAV

9.11

16.59

8.75

02/28/2005

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

13.69

15.45

7.67

12/11/1992

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor T. Rowe Price Associates, Inc.

Portfolio management

 

Larry J. Puglia
Vice President
Managed fund since 1996

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Bond Trust 

Investment objective

To seek income and capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.56

0.56

0.56

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Total annual fund operating expenses

0.64

0.84

0.59

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

65

86

60

3 years

205

268

189

5 years

357

466

329

10 years

798

1,037

738

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 104% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in a diversified mix of debt securities and instruments. The fund seeks to invest its assets in debt securities and instruments with an average duration of between 4 to 6 years, however, there is no limit on the fund's average maturity.

Eligible investments include, but are not limited to:

U.S. Treasury and agency securities as well as notes backed by the Federal Deposit Insurance Corporation,

Mortgage-backed securities, including mortgage pass-through securities, commercial mortgage-backed securities ("CMBS") and collateralized mortgage obligations ("CMOs"),

U.S. and foreign corporate bonds, and

Foreign government and agency securities.

The subadvisor uses proprietary research and economic and industry analysis to identify specific bonds, bond sectors and industries that are attractively priced. Due to this process, the fund may have a higher than average portfolio turnover ratio which may affect performance results.

The foreign securities in which the fund invests may be denominated in U.S. dollars or foreign currency.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, but not limited to, U.S. Treasury futures and options, index derivatives, credit default swaps and forwards.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives and other strategic transactions risk. Hedging and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, could become harder to value or sell at a fair price.

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

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

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

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

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series NAV (%)



Best quarter: Q2 '10, 2.97%

Worst quarter: Q2 '13, –2.49%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

5.53

4.57

4.82

10/31/2011

Series II

5.40

4.44

4.70

10/31/2011

Series NAV

5.59

4.52

4.77

07/29/2009

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

5.97

4.45

4.70

07/29/2009

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Portfolio management

 

Jeffrey N. Given
Vice President
Managed fund since 2009

Howard C. Greene
Senior Vice President
Managed fund since 2009

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Table of Contents

Capital Appreciation Trust 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.70

0.70

0.70

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Total annual fund operating expenses

0.78

0.98

0.73

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

80

100

75

3 years

249

312

233

5 years

433

542

406

10 years

966

1,201

906

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 33% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 65% of its total assets in equity and equity-related securities of companies, at the time of investment, that exceed $1 billion in market capitalization and that the subadvisor believes have above-average growth prospects. These companies are generally medium- to large-capitalization companies.

The subadvisor follows a highly disciplined investment selection and management process that seeks to identify companies that show superior absolute and relative earnings growth and also are attractively valued. The subadvisor looks for companies that experience some or all of the following: (i) above-average revenue and earnings per share growth, (ii) strong market position, (iii) improving profitability and distinctive attributes such as unique marketing ability, (iv) strong research and development and productive new product flow, and (v) financial strength. Such companies generally trade at high prices relative to their current earnings. Earnings predictability and confidence in earnings forecasts are important parts of the selection process.

Securities in which the fund invests have historically been more volatile than the S&P 500 Index. Also, companies that have an earnings growth rate higher than that of the average S&P 500 company tend to reinvest their earnings rather than distribute them. Therefore, the fund is not likely to receive significant dividend income on its securities. Seeking to invest in companies with above market-average growth, the fund may invest significantly in sectors associated with such growth, including information technology.

In addition to common stocks, nonconvertible preferred stock and convertible securities, equity-related securities in which the fund invests include: (i) American Depositary Receipts (ADRs); (ii) warrants and rights; (iii) investments in various types of business ventures, including partnerships and joint ventures; (iv) real estate investment trusts (REITs); and (v) initial public offerings (IPOs) and similar securities. (Convertible securities are securities — like bonds, corporate notes and preferred stocks — that the fund can convert into the company's common stock, cash value of common stock, or some other equity security.)

In addition to the principal strategies discussed above, the fund may also use the following investment strategies to attempt to increase the fund's return or protect its assets if market conditions warrant:

The fund may make short sales of a security including short sales "against the box."

 

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The fund may invest up to 20% of the fund's total assets in foreign equity securities. (For purposes of this 20% limit, ADRs and other similar receipts or shares traded in U.S. markets are not considered to be foreign securities.)

The fund may invest in U.S. government securities issued or guaranteed by the U.S. government or by an agency or instrumentality of the U.S. government.

The fund may invest in mortgage-related securities issued or guaranteed by U.S. governmental entities, including collateralized mortgage obligations, multi-class pass-through securities and stripped mortgage-backed securities.

The fund may invest in fixed-income securities rated investment grade. These include corporate debt and other debt obligations of U.S. and foreign issuers. The fund may invest in obligations that are not rated, but that the subadvisor believes are of comparable quality to these obligations.

The fund may invest in repurchase agreements.

The subadvisor considers selling or reducing a stock position when, in the opinion of the subadvisor, the stock has experienced a fundamental disappointment in earnings, it has reached an intermediate price objective and its outlook no longer seems sufficiently promising, a relatively more attractive stock emerges or the stock has experienced adverse price movement.

The fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Information technology risk. The information technology sector can be significantly affected by rapid obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, government regulation, and general economic conditions.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of

 

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traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q1 '12, 19.52%

Worst quarter: Q4 '08, –20.87%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

9.65

14.36

8.56

11/01/2000

Series II

9.47

14.13

8.33

01/28/2002

Series NAV

9.68

14.41

8.62

02/28/2005

Russell 1000 Growth Index (reflects no deduction for fees, expenses, or taxes)

13.05

15.81

8.49

11/01/2000

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Jennison Associates LLC

Portfolio management

 

Michael A. Del Balso
Managing Director
Managed fund since 2000

Kathleen A. McCarragher
Director and Managing Director
Managed fund since 2000

Spiros "Sig" Segalas
Director, President and Chief Investment Officer
Managed fund since 2000

 

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Table of Contents

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Table of Contents

Capital Appreciation Value Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.81

0.81

0.81

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.05

0.05

0.05

Acquired fund fees and expenses  1

0.01

0.01

0.01

Total annual fund operating expenses  2

0.92

1.12

0.87

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

94

114

89

3 years

293

356

278

5 years

509

617

482

10 years

1,131

1,363

1,073

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 69% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests primarily in common stocks of established U.S. companies that have above-average potential for capital growth. Common stocks typically constitute at least 50% of the fund's total assets. The remaining assets are generally invested in other securities, including convertible securities, corporate and government debt (including mortgage-and asset-backed securities), bank loans (which represent an interest in amounts owed by a borrower to a syndicate of lenders), foreign securities, futures and options. The fund may invest up to 20% of its total assets in foreign securities.

The fund's common stocks generally fall into one of two categories: the larger category comprises long-term core holdings whose prices when purchased by the fund are considered low in terms of company assets, earnings, or other factors; the smaller category comprises opportunistic investments whose prices the subadvisor expects to rise in the short term but not necessarily over the long term. There are no limits on the market capitalization of the issuers of the stocks in which the fund invests. Since the subadvisor attempts to prevent losses as well as achieve gains, the subadvisor typically uses a value approach in selecting investments. The subadvisor's in-house research team seeks to identify companies that seem undervalued by various measures, such as price/book value, and may be temporarily out of favor but are believed to have good prospects for capital appreciation. The subadvisor may establish relatively large positions in companies it finds particularly attractive.

In addition, the subadvisor searches for risk/reward values among all types of securities. The portion of the fund invested in a particular type of security, such as common stocks, results largely from case-by-case investment decisions, and the size of the fund's cash reserve may reflect the subadvisor's ability to find companies that meet valuation criteria rather than its market outlook.

Bonds, bank loans and convertible securities may be purchased to gain additional exposure to a company or for their income or other features; maturity and quality are not necessarily major considerations in determining whether to purchase a particular security. The fund's investments in below- investment grade debt securities and loans are limited to 15% of total assets. The fund may also purchase other securities, including bank debt, loan

 

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participations and assignments and futures and options. The fund's investments in options, if any, will be primarily in an effort to protect against downside risk or to generate additional income.

The fund holds a certain portion of its assets in money market reserves, which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. dollar and foreign currency-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below (or even relatively nominal) rates.

The fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

In pursuing the fund's investment objective, the subadvisor has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the subadvisor believes a security could increase in value for a variety of reasons including a change in management, an extraordinary corporate event, a new product introduction or a favorable competitive development.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

 

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Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 17.59%

Worst quarter: Q3 '11, -11.31%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

12.22

13.05

8.72

04/28/2008

Series II

12.04

12.83

8.49

04/28/2008

Series NAV

12.38

13.12

8.77

04/28/2008

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

13.69

15.45

8.32

04/28/2008

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor T. Rowe Price Associates, Inc.

 

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Portfolio management

 

David R. Giroux
Vice President
Managed fund since 2008

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Core Bond Trust 

Investment objective

To seek total return consisting of income and capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.59

0.59

0.59

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Total annual fund operating expenses

0.67

0.87

0.62

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

68

89

63

3 years

214

278

199

5 years

373

482

346

10 years

835

1,073

774

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 356% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in a broad range of investment-grade debt securities, including U.S. government obligations, corporate bonds, mortgage-backed and other asset-backed securities and money market instruments.

The fund invests in debt securities that the subadvisor believes offer attractive yields and are undervalued relative to issues of similar credit quality and interest rate sensitivity. The fund may also invest in unrated bonds that the subadvisor believes are comparable to investment-grade debt securities. The fund may invest to a significant extent in mortgage-backed securities, including collateralized mortgage obligations.

Under normal market conditions, the subadvisor expects to maintain an effective duration within 10% (in either direction) of the duration of the Barclays U.S. Aggregate Bond Index (the duration of this index as of December 31, 2014 was 5.55 years).

The fund may invest:

Up to 25% of total assets in asset-backed securities, other than mortgage-backed securities;

Up to 20% of total assets in dollar-denominated obligations of foreign issuers; and

Up to 10% of total assets in stripped mortgage-backed securities.

As part of a mortgage-backed securities investment strategy, the fund may enter into dollar rolls. The fund may also enter into reverse repurchase agreements to enhance return.

The fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 4.52%

Worst quarter: Q2 '13, –2.80%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

5.93

5.06

5.12

04/29/2005

Series II

5.73

4.85

4.90

04/29/2005

Series NAV

6.01

5.12

5.16

04/29/2005

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

5.97

4.45

4.78

04/29/2005

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Wells Capital Management, Incorporated

Portfolio management

 

Thomas O'Connor, CFA
Senior Portfolio Manager
Managed fund since 2007

Troy Ludgood
Senior Portfolio Manager
Managed fund since 2007

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Core Strategy Trust 

Investment objective

Seeks long term growth of capital. Current income is also a consideration.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.04

0.04

0.04

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.02

0.02

0.02

Acquired fund fees and expenses  1

0.54

0.54

0.54

Total annual fund operating expenses  2

0.65

0.85

0.60

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

66

87

61

3 years

208

271

192

5 years

362

471

335

10 years

810

1,049

750

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 5% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests in other funds of JHVIT and other investment companies (including exchange-traded funds ("ETFs")) ("Underlying Funds") as well as other types of investments, see "Other Permitted Investments by the Funds of Funds." The fund invests approximately 70% of its total assets in equity securities and Underlying Funds which invest primarily in equity securities ("Equity Investments") and approximately 30% of its total assets in fixed income securities and Underlying Funds which invest primarily in fixed income securities ("Fixed Income Investments").

The fund may also invest in various Underlying Funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities and science and technology stocks. Each of the Underlying Funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the Underlying Funds in which the fund invests focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed-income Underlying Funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

Variations in the target percentage allocations between Equity Investments and Fixed Income Investments are permitted up to 10% in either direction. For example, based on its investment allocation of approximately 70% of assets in Equity Investments and 30% of assets in Fixed Income Investments, the fund may have an equity/fixed income allocation of 80%/20% or 60%/40%. Variations beyond the permissible deviation range of 10% are not

 

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permitted except that, in light of market or economic conditions, the subadvisor may determine that the normal percentage limitations should be exceeded to protect the fund or to achieve the fund's objective.

The fund is monitored daily. To maintain target allocations in the Underlying Funds, daily cash flow for the fund will be directed to the Underlying Fund that most deviates from target. Quarterly, the subadvisor may also rebalance the fund's Underlying Funds to maintain target allocations. The subadvisor may from time to time adjust the percent of assets invested in any specific Underlying Fund held by the fund. Such adjustments may be made to increase or decrease the fund's holdings of particular asset classes, such as common stocks of foreign issuers, or to adjust portfolio quality or the duration of fixed income securities. Adjustments may also be made to increase or reduce the percent of the fund's assets subject to the management of a particular Underlying Fund subadvisor. In addition, changes may be made to reflect fundamental changes in the investment environment.

The fund may also invest in the securities of other investment companies including exchange traded funds (ETFs) and may invest directly in other type of investments, such as equity and fixed-income securities including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The investment performance of the fund will reflect both its subadvisor's allocation decisions with respect to Underlying Funds and the investment decisions made by the Underlying Funds' subadvisors. The fund bears its own expenses and, in addition, indirectly bears its proportionate share of the expenses of the Underlying Funds in which it invests.

When purchasing shares of other JHVIT funds, the fund only purchases Class NAV shares (which are not subject to Rule 12b-1 fees).

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

 

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

 

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index 1 is comprised of 70% S&P 500 Index and 30% Barclays U.S. Aggregate Bond Index.

The Combined Index 2 is comprised of 49% of the Russell 3000 Index, 21% of the MSCI EAFE Index and 30% of the Barclays U.S. Aggregate Bond Index.

 

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Calendar year total returns for Series II (%)



Best quarter: Q2 '09, 13.17%

Worst quarter: Q4 '08, -14.86%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

6.11

9.90

5.98

04/28/2008

Series II

5.91

9.69

5.85

02/10/2006

Series NAV

6.15

9.96

6.02

04/28/2008

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

13.69

15.45

7.89

02/10/2006

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

5.97

4.45

5.06

02/10/2006

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

11.39

12.27

7.30

02/10/2006

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.91

10.40

6.52

02/10/2006

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management
a division of Manulife Asset Management
(US) LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG);John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management
a division of Manulife Asset Management
(US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Currency Strategies Trust 

Investment objective

The fund seeks to achieve total return from investments in currency markets.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.93

0.93

0.93

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.06

0.06

0.06

Total annual fund operating expenses

1.04

1.24

0.99

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

106

126

101

3 years

331

393

315

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, at least 80% of the value of the fund's net assets, including borrowings for investment purposes, if any, will be exposed to currency through currency forwards and other currency transactions, such as spot currency transactions and currency options. The fund's assets that are not used to purchase currency forwards and other currency instruments will be invested in investment grade debt securities. The fund seeks to achieve positive absolute returns through the income produced by the debt securities and any net gains resulting from fluctuations in the values of currencies relative to the U.S. dollar. (Net losses on currency transactions will reduce positive absolute returns.)

Investment grade debt securities are securities that are rated in one of the four highest rating categories as determined by a nationally recognized statistical rating organization, such as Standard & Poor's Ratings Services ("S&P"), Fitch Ratings ("Fitch") or Moody's Investors Service ("Moody's") or are unrated securities determined by the subadvisor to be of comparable quality to investment grade securities. Investment grade securities are rated (from highest to lowest quality) as AAA, AA, A or BBB by S&P and Fitch, or as Aaa, Aa, A or Baa by Moody's. Investment grade debt securities include U.S. government securities, including U.S. Treasuries and cash equivalents.

In pursuing its investment goal, the fund may enter into derivative currency transactions, including currency forwards, cross currency forwards and options on currencies. The fund's derivative transactions will typically be fully collateralized on a net basis. The fund's investments in derivative currency transactions may result in net short exposure to a particular currency that is not offset by a long position in another currency. The fund may use derivatives for many purposes, including for hedging, and as a substitute for direct investment in securities or other assets.

The fund may be exposed to currencies of both developed and emerging market countries that, in the subadvisor's opinion, have liquid currency markets. The fund employs an active currency strategy that seeks to deliver returns (or alpha) that is not correlated to the movements of the securities markets. The subadvisor's investment process is systematic and based on fundamental analysis. The subadvisor seeks to exploit factors that drive the relative value of currency markets and to take advantage of the effects of changes in short-term and long-term interest rates, capital flows, trade flows and supply/demand pressures.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use various hedging and other strategic transactions described under "Additional Information about the Funds' Principal Risks – Hedging, derivatives and other strategic transactions risk." The risks of currency derivative transactions is further described under "Additional Information about the Fund's Principal Risks – Currency Risk."

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor First Quadrant, L.P.

 

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Portfolio management

Dori Levanoni
Partner
Managed the fund since inception

Jeppe Ladekarl
Partner
Managed the fund since inception

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Emerging Markets Value Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.95

0.95

0.95

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.08  1

0.08  2

0.08  1

Total annual fund operating expenses

1.08

1.28

1.03

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

2

"Other expenses" have been estimated for the first year of operations of the fund's Series II shares.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

110

130

105

3 years

343

406

328

5 years

595

702

569

10 years

1,317

1,545

1,259

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 17% of the average value of its portfolio.

Principal investment strategies

Under normal circumstances, the fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in companies associated with emerging markets designated from time to time by the subadvisor.

The fund seeks long-term capital growth through investment primarily in emerging market equity securities. The fund seeks to achieve its investment objective by investing in companies associated with emerging markets, which may include frontier markets (emerging market countries at an earlier stage of development), authorized for investment by the subadvisor ("Approved Markets") from time to time. The fund invests its assets primarily in Approved Markets equity securities listed on bona fide securities exchanges or actively traded on over-the-counter markets. (Approved Market Securities are defined below.) These exchanges may be either within or outside the issuer's domicile country. The securities may be listed or traded in the form of American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), Non-Voting Depositary Receipts (NVDRs) or other similar securities, including dual listed securities.

The fund seeks to purchase emerging market equity securities that are deemed by the subadvisor to be value stocks at the time of purchase. The subadvisor believes securities are considered value stocks primarily because they have a high book value in relation to their market value. In assessing value, the subadvisor may consider additional factors, such as price-to-cash flow or price-to-earnings ratios, as well as economic conditions and developments in the issuer's industry. The criteria the subadvisor uses for assessing value are subject to change from time to time.

The fund will also seek to purchase emerging market equity securities across all market capitalizations, and specifically those which are deemed by the subadvisor to be value stocks at the time of purchase, as described in the paragraph above. The fund may not invest in certain eligible companies or Approved Markets described above because of constraints imposed within Approved Markets, restrictions on purchases by foreigners and the fund's policy to invest no more than 25% of its total assets in any one industry at the time of purchase. The fund may have significant investments in the financial services sector.

 

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The fund also may invest up to 10% of its total assets in shares of other investment companies that invest in one or more Approved Markets, although it tends to do so only where access to those markets is otherwise significantly limited. 

In determining what countries are eligible markets for the fund, the subadvisor may consider various factors, including without limitation, the data, analysis and classification of countries published or disseminated by the World Bank, the International Finance Corporation, FTSE International, MSCI and Citigroup. Approved emerging markets may not include all emerging markets classified by such entities. In determining whether to approve markets for investment, the subadvisor takes into account, among other things, market liquidity, relative availability of investor information, government regulation, including fiscal and foreign exchange repatriation rules and the availability of other access to these markets for the fund and other affiliated funds.

The fund may use derivatives such as futures contracts and options on futures contracts to adjust market exposure based on expected cash in flows to or outflows from the fund. The fund does not intend to use derivatives for the purposes of speculation or leveraging investment returns. The fund may enter into futures contracts and options on futures contracts for Approved Market or other equity market securities and indices, including those of the United States. The fund may also enter into forward currency contracts to facilitate the settlement of equity purchases of foreign securities, repatriation of foreign currency balances or exchange of one foreign currency to another currency.

The fund's policy of seeking broad market diversification means the subadvisor will not utilize "fundamental" securities research techniques in identifying securities selections. Changes in the composition and relative ranking (in terms of book-to-market ratio) of the stocks which are eligible for purchase by the fund take place with every trade when the securities markets are open for trading due primarily to price fluctuations of such securities. On a periodic basis, the subadvisor will identify value stocks that are eligible for investment and re-evaluate eligible value stocks no less than semiannually.

In addition, the subadvisor may adjust the representation in the fund of an eligible company, or exclude a company, after considering profitability relative to other eligible companies. In assessing profitability, the subadvisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.

The fund does not seek current income as an investment objective, and investments will not be based upon an issuer's dividend payment policy or record. However, many of the companies whose securities will be held by the fund do pay dividends. It is anticipated, therefore, that the fund will receive dividend income.

Approved Markets

As of the date of this prospectus, the fund is authorized to invest in the countries listed below. The subadvisor will determine in its discretion when and whether to invest in countries that have been authorized, depending on a number of factors, such as asset growth in the fund and characteristics of each country's markets. The subadvisor also may authorize other countries for investment in the future, in addition to the countries listed below. Also, the fund may continue to hold investments in countries that are not currently authorized for investment, but had been authorized for investment in the past. Emerging markets approved for investment may include countries in an earlier stage of development that are sometimes referred to as frontier markets.

Brazil

Chile

China

Colombia

Czech Republic

Greece

Hungary

India

Indonesia

Malaysia

Mexico

Philippines

Poland

Russia

South Africa

South Korea

Taiwan

Thailand

Turkey

Approved Market Securities

"Approved Market Securities" are defined as securities that are associated with an Approved Market, and include, among others: (a) securities of companies that are organized under the laws of, or maintain their principal place of business in, an Approved Market; (b) securities for which the principal trading market is in an Approved Market; (c) securities issued or guaranteed by the government of an Approved Market country, its agencies or instrumentalities, or the central bank of such country; (d) securities denominated in an Approved Market currency issued by companies to finance

 

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operations in Approved Markets; (e) securities of companies that derive at least 50% of their revenues or profits from goods produced or sold, investments made or services performed in Approved Markets or have at least 50% of their assets in Approved Markets; (f) Approved Market equity securities in the form of depositary shares; (g) securities of pooled investment vehicles that invest primarily in Approved Markets securities or derivative instruments that derive their value from Approved Market securities; or (h) securities included in the fund's benchmark index. Securities of Approved Markets may include securities of companies that have characteristics and business relationships common to companies in other countries. As a result, the value of the securities of such companies may reflect economic and market forces in such other countries as well as in the Approved Markets. The subadvisor, however, will select only those companies which, in its view, have sufficiently strong exposure to economic and market forces in Approved Markets. For example, the subadvisor may invest in companies organized and located in the United States or other countries outside of Approved Markets, including companies having their entire production facilities outside of Approved Markets, when such companies meet the definition of Approved Market Securities.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Financial services industry risk. A fund investing in securities of companies in the financial services industry is particularly vulnerable to events affecting that industry.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

 

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Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 49.54%

Worst quarter: Q4 '08, –27.57%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

-5.50

-0.55

1.59

05/01/2007

Series NAV

-5.36

-0.50

1.63

05/01/2007

MSCI Emerging Markets Index (gross of foreign withholding taxes on dividends) (reflects no deduction for fees, expenses or taxes)

–1.82

2.11

2.57

05/01/2007

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Dimensional Fund Advisors LP

Portfolio management

 

Karen E. Umland, CFA
Senior Portfolio Manager and Vice President
Managed fund since 2007.

Joseph H. Chi, CFA
Senior Portfolio Manager and Vice President
Managed fund since 2010

Jed S. Fogdall
Senior Portfolio Manager and Vice President
Managed fund since 2010.

Henry F. Gray
Head of Global Equity Trading and Vice President
Managed fund since 2012

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Equity-Income Trust 

Investment objective

To provide substantial dividend income and also long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.78

0.78

0.78

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Acquired fund fees and expenses  1

0.01

0.01

0.01

Total annual fund operating expenses  2

0.87

1.07

0.82

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

89

109

84

3 years

278

340

262

5 years

482

590

455

10 years

1,073

1,306

1,014

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 9% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities, with at least 65% in common stocks of well-established companies paying above-average dividends. The fund typically employs a "value" approach and invests in stocks and other securities that appear to be undervalued by various measures and may be temporarily out of favor but have good prospects for capital appreciation and dividend growth.

Under normal market conditions, substantial dividend income means that the yield on the fund's portfolio securities generally is expected to exceed the yield on the fund's benchmark. The subadvisor believes that income can contribute significantly to total return over time and expects the fund's yield to exceed that of the S&P 500 Index. While the price of a company's stock can go up or down in response to earnings or to fluctuations in the general market, stocks paying a high level of dividend income tend to be less volatile than those with below-average dividends and may help offset losses in falling markets.

The fund will generally consider companies in the aggregate with one or more of the following characteristics:

established operating histories;

above-average dividend yield relative to the S&P 500 Index;

low price/earnings ratios relative to the S&P 500 Index;

sound balance sheets and other positive financial characteristics; and

low stock price relative to a company's underlying value, as measured by assets, cash flow or business franchises.

The fund may also purchase other types of securities in keeping with its objective, including:

 

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U.S. dollar- and foreign currency-denominated foreign securities including American Depositary Receipts (ADRs) (up to 25% of total assets);

preferred stocks;

convertible stocks, bonds, and warrants;

futures and options; and

bank debt, loan participations and assignments.

The fund may invest in fixed-income securities without restrictions on quality or rating, including up to 10% in non-investment grade fixed-income securities ("junk bonds"). The fund's fixed-income investments may include privately negotiated notes or loans, including loan participations and assignments ("bank loans"). These investments will only be made in companies, municipalities or entities that meet the fund's investment criteria. Direct investments in bank loans may be illiquid and holding a loan could expose the fund to the risks of being a direct lender. Since the fund invests primarily in equity securities, the risks associated with fixed income securities will not effect the fund as much as they would a fund that invests more of its assets in fixed-income securities.

The fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. dollar- and foreign currency-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less. The fund may invest reserves in U.S. dollars and foreign currencies.

The fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

The fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below market (or even relatively nominal) rates.

In pursuing the fund's investment objective, the subadvisor has the discretion to deviate from its normal investment criteria, as described above, and purchase securities the subadvisor believes will provide an opportunity for substantial appreciation. These special situations might arise when the subadvisor believes a security could increase in value for a variety of reasons including a change in management, an extraordinary corporate event, a new product introduction or a favorable competitive development.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments

 

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could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 19.64%

Worst quarter: Q4 '08, –22.37%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

7.47

13.37

6.78

02/19/1993

Series II

7.23

13.15

6.57

01/28/2002

Series NAV

7.55

13.44

6.84

02/28/2005

Russell 1000 Value Index (reflects no deduction for fees, expenses, or taxes)

13.45

15.42

7.30

02/19/1993

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor T. Rowe Price Associates, Inc.

Portfolio management

 

Brian C. Rogers, CFA, CIC
Vice President
Managed fund since 1996

John D. Linehan *
Portfolio Manager
Managed the fund since 2015
*Effective November 1, 2015 John D. Linehan will replace Brian C. Rogers as the fund's portfolio manager.

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Financial Industries Trust 

(formerly, Financial Services Trust)

Investment objective

To seek growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee  1

0.76

0.76

0.76

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  2

0.10

0.10

0.10

Acquired fund fees and expenses  3

0.08

0.08

0.08

Total annual fund operating expenses  4

0.99

1.19

0.94

1

"Management fee" has been restated to reflect the contractual management fee schedule effective June 25, 2014.

2

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

3

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

4

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

101

121

96

3 years

315

378

300

5 years

547

654

520

10 years

1,213

1,443

1,155

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 113% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in companies that are principally engaged in financial services. (The fund will provide written notice to shareholders at least 60 days prior to a change in its 80% investment policy.) These companies include U.S. and foreign financial services companies of any size including banks, thrifts, finance companies, brokerage and advisory firms, real estate-related firms, insurance companies and financial holding companies.

In managing the fund, the subadvisor focuses primarily on stock selection rather than industry allocation. In choosing individual stocks, the subadvisor uses fundamental financial analysis to identify securities that appear comparatively undervalued.

Given the industry-wide trend toward consolidation, the subadvisor also invests in companies that appear to be positioned for a merger. The subadvisor generally gathers firsthand information about companies from interviews and company visits.

The fund may invest in U.S. and foreign bonds, including up to 5% of net assets in below investment-grade bonds (i.e., "junk bonds") rated at the time of purchase as low as CCC by Standard & Poor's Rating Services (S&P) or Caa by Moody's Investors Service, Inc. (Moody's) and their unrated equivalent. It may also invest up to 15% of net assets in investment-grade short-term securities.

In abnormal circumstances, the fund may temporarily invest up to 80% of its assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its investment objective.

 

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The fund may, to a limited extent, engage in derivative transactions that include futures contracts, options and foreign currency forward contracts, in each case for the purpose of reducing risk, obtaining efficient market exposure and/or enhancing investment returns.

The fund may invest in companies located in emerging market countries.

The fund is non-diversified, which means that it may invest its assets in a smaller number of issuers than a diversified fund.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Financial services industry risk. A fund investing in securities of companies in the financial services industry is particularly vulnerable to events affecting that industry.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of

 

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traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 27.71%

Worst quarter: Q4 '08, –27.18%

Average Annual Total Returns for Period Ended 12/31/2014

Prior to November 1, 2014, the fund compared its performance to the S&P 500 Index. After this date, the fund replaced the S&P 500 Index with the S&P 500 Financial Index, which better reflects its investment strategy.

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

8.65

11.24

5.32

04/30/2001

Series II

8.42

11.02

5.11

01/28/2002

Series NAV

8.64

11.28

5.36

04/29/2005

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

15.20

13.36

0.12

04/30/2001

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

13.69

15.45

7.67

04/30/2001

Lipper Financial Services Index (reflects no deduction for fees, expenses, or taxes)

7.45

12.43

1.63

04/30/2001

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Portfolio management

 

Susan A. Curry
Portfolio Manager
Joined fund team in 2014

Lisa A. Welch
Senior Portfolio Manager
Joined fund team in 2014

 

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Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Franklin Templeton Founding Allocation Trust 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.04

0.04

0.04

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.02

0.02

0.02

Acquired fund fees and expenses  1

0.90

0.90

0.90

Total annual fund operating expenses  2

1.01

1.21

0.96

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

103

123

98

3 years

322

384

306

5 years

558

665

531

10 years

1,236

1,466

1,178

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 4% of the average value of its portfolio.

Principal investment strategies

The fund invests in other funds and in other investment companies (collectively, "Underlying Funds") as well as other types of investments as described below.

The fund currently invests primarily in three JHVIT Underlying Funds: Global Trust, Income Trust and Mutual Shares Trust. However, it is also authorized to invest without limitation in other Underlying Funds, including exchange-traded funds, and in other types of investments.

The fund may purchase any funds except other JHVIT funds of funds and the JHVIT American Feeder Funds. When purchasing shares of other JHVIT funds, the fund only purchases Class NAV shares (which are not subject to Rule 12b-1 fees).

The fund may invest in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships, described under "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund is monitored daily. To maintain target allocations in the Underlying Funds, daily cash flow for the fund will be directed to its Underlying Funds that most deviate from its target allocation. Quarterly, the subadvisor may also rebalance the fund's Underlying Funds to maintain target allocations.

The fund may at any time invest any percentage of its assets in any of the different investments described above. The subadvisor may from time to time adjust the percentage of assets invested in any specific investment held by the fund. Such adjustments may be made, for example, to increase or decrease the fund's holdings of particular asset classes, to adjust portfolio quality or the duration of fixed-income securities or to increase or reduce the

 

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percent of the fund's assets subject to the management of a particular Underlying Fund subadvisor. In addition, changes may be made to reflect fundamental changes in the investment environment.

The investment performance of the fund will reflect both its subadvisor's allocation decisions with respect to its investments, and the investment decisions made by the advisor or subadvisor to an investment company or similar entity in which the fund invests.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk . Commodity investments involve the risk of volatile market price fluctuations of commodities resulting from fluctuating demand, supply disruption, speculation and other factors.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

 

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Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

 

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Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index 1 is comprised of 70% S&P 500 Index and 30% Barclays U.S. Aggregate Bond Index.

The Combined Index 2 is comprised of 50% Russell 3000 Index, 35% MSCI EAFE Index, and 15% Barclays Credit Index.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 17.60%

Worst quarter: Q4 '08, –18.07%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

3.01

10.21

3.84

01/28/2008

Series II

2.81

9.98

3.67

05/01/2007

Series NAV

3.06

10.25

3.88

04/28/2008

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

13.69

15.45

6.67

05/01/2007

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

5.97

4.45

4.99

05/01/2007

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

11.39

12.27

6.47

05/01/2007

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

5.65

10.91

4.65

05/01/2007

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

 

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Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG);John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013.

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Fundamental All Cap Core Trust 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.68

0.68

0.68

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Total annual fund operating expenses

0.76

0.96

0.71

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

78

98

73

3 years

243

306

227

5 years

422

531

395

10 years

942

1,178

883

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 46% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities. Market capitalizations of these companies will span the capitalization spectrum. Equity securities include common, convertible, and preferred securities and their equivalents.

In managing the fund, the subadvisor looks for companies that are highly differentiated with key growth drivers, sustainable cash flow production, and high returns on capital. The subadvisor seeks to identify companies with sustainable competitive advantages and high barriers to entry, strong management and a focus on creating value for fund shareholders. Both growth and value opportunities are evaluated with an approach that uses the present value of estimated future cash flows as the core methodology for measuring intrinsic value.

The subadvisor employs a disciplined fundamental research process which produces bottom-up company assessments using key assumptions that drive sales, margins, and asset intensity. Scenario analysis is designed to provide a meaningful range of outcomes and the ability to assess investors' embedded expectations. The subadvisor seeks to purchase companies that meet the criteria above when the shares are selling at a significant discount to intrinsic value. Sell decisions are similarly driven by long term fundamental analysis.

The subadvisor constantly reviews portfolio investments and may sell a holding when it has achieved its valuation target, if it believes there is structural or permanent deterioration in the underlying fundamentals of the business, or if it identifies what it believes is a more attractive investment opportunity.

The fund may invest up to 20% of its net assets in equity securities of foreign issuers, including American Depositary Receipts (ADRs) and similar investments. For purposes of reducing risk and/or obtaining efficient investment exposure, the fund may invest in exchange-traded funds (ETFs) and derivative instruments that include options, futures contracts, and swaps. The fund may also invest in U.S. government securities and other short-term securities such as money market instruments and repurchase agreements.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk."

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

 

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Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 18.02%

Worst quarter: Q4 '08, –24.37%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

9.74

16.61

7.39

05/05/2003

Series II

9.56

16.36

7.17

05/05/2003

Series NAV

9.81

16.66

7.47

04/29/2005

Russell 3000 Index (reflects no deduction for fees, expenses, or taxes)

12.56

15.63

7.94

05/05/2003

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Portfolio management

 

Walter McCormick, CFA
Senior Managing Director and Senior Portfolio Manager
Managed fund since 2011

Emory (Sandy) Sanders, CFA
Senior Managing Director and Senior Portfolio Manager
Managed fund since 2011

Jonathan White, CFA
Portfolio Manager
Managed fund since 2015

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Fundamental Large Cap Value Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee  1

0.62

0.62

0.62

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Total annual fund operating expenses

0.70

0.90

0.65

1

"Management fee" has been restated to reflect the contractual management fee schedule effective June 25, 2014.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

72

92

66

3 years

224

287

208

5 years

390

498

362

10 years

871

1,108

810

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 29% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets in equity securities of large-capitalization companies. The fund considers large-capitalization companies to be those that at the time of purchase have a market capitalization equal to or greater than that of the top 80% of the companies that comprise the Russell 1000 Index. As of February 28, 2015, the lowest market capitalization in this group was $4.3 billion. Equity securities include common, convertible, and preferred securities and their equivalents.

In managing the fund, the subadvisor looks for companies that are highly differentiated with key growth drivers, sustainable cash flow production, and high returns on capital. The subadvisor seeks to identify companies with sustainable competitive advantages and high barriers to entry, strong management and a focus on creating value for fund shareholders. Value opportunities are evaluated with an approach that uses the present value of estimated future cash flows as the core methodology for measuring intrinsic value.

The subadvisor employs a disciplined fundamental research process which produces bottom-up company assessments using key assumptions that drive sales, margins, and asset intensity. Scenario analysis is designed to provide a meaningful range of outcomes and the ability to assess investors' embedded expectations. The subadvisor seeks to purchase companies that meet the criteria above when the shares are selling at a significant discount to intrinsic value. Sell decisions are similarly driven by long term fundamental analysis.

The subadvisor constantly reviews portfolio investments and may sell a holding when it has achieved its valuation target, if it believes there is structural or permanent deterioration in the underlying fundamentals of the business, or if it identifies what it believes is a more attractive investment opportunity.

The fund may invest up to 20% of its net assets in equity securities of foreign issuers, including American Depositary Receipts (ADRs) and similar investments. For purposes of reducing risk and/or obtaining efficient investment exposure, the fund may invest in exchange-traded funds (ETFs) and derivative instruments that include options, futures contracts, and swaps. The fund may also invest in U.S. government securities and other short-term securities such as money market instruments and repurchase agreements.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition, and overall market and economic conditions. The securities of value companies are subject to the risk that the companies may not overcome the adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

 

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Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to theinception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 18.95%

Worst quarter: Q4 '08, –24.04%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

10.61

16.06

6.81

05/03/2004

Series II

10.40

15.80

6.60

05/03/2004

Series NAV

10.66

16.11

6.88

02/28/2005

Russell 1000 Value Index (reflects no deduction for fees, expenses, or taxes)

13.45

15.42

7.30

05/03/2004

Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor  John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Portfolio management

 

Walter McCormick, CFA
Senior Managing Director and Senior Portfolio Manager
Managed fund since 2011

Emory (Sandy) Sanders, CFA
Senior Managing Director and Senior Portfolio Manager
Managed fund since 2011

Nicholas Renart
Portfolio Manager
Managed fund since 2015

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Global Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.81

0.81

0.81

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.05

0.05

0.05

Total annual fund operating expenses

0.91

1.11

0.86

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

93

113

88

3 years

290

353

274

5 years

504

612

477

10 years

1,120

1,352

1,061

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 17% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests primarily in the equity securities of companies located throughout the world, including emerging markets. Although the fund seeks investments across a number of countries and sectors, from time to time, based on economic conditions, the Fund may have significant positions in particular countries or sectors.

Depending upon current market conditions, the fund may invest up to 25% of its total assets in debt securities of companies and governments located anywhere in the world. Debt securities represent the obligation of the issuer to repay a loan of money to it, and generally pay interest to the holder. Bonds, notes and debentures are examples of debt securities. The fund also invests in depositary receipts. Equity securities may include common stocks, preferred stocks and convertible securities. The fund may lend certain of its portfolio securities to qualified banks and broker dealers.

When choosing equity investments for the fund, the subadvisor applies a "bottom up," value-oriented, long-term approach, focusing on the market price of a company's securities relative to the subadvisor's evaluation of the company's long-term earnings, asset value and cash flow potential. The subadvisor also considers a company's price/earnings ratio, price/cash flow ratio, profit margins and liquidation value.

The fund may invest in equity-linked notes, the value of which is tied to a single stock or a basket of stocks.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk" including entering into option transactions.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

Equity-linked notes are subject to risks similar to those related to investing in the underlying securities. An equitylinked note is dependent on the individual credit of the note's issuer. Equity-linked notes often are privately placed and may not be rated. The secondary market for equity-linked notes may be limited.

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

 

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Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 19.16%

Worst quarter: Q3 '11, –20.19%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

-2.60

9.50

5.38

03/18/1988

Series II

-2.80

9.28

5.16

01/28/2002

Series NAV

-2.51

9.55

5.42

04/29/2005

MSCI World Index (gross of foreign withholding taxes on dividends) (reflects no deduction for fees, expenses, or taxes)

5.50

10.81

6.61

03/18/1988

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Templeton Global Advisors Limited

Portfolio management

 

Norman J. Boersma, CFA
Chief Investment Officer; President; Lead Portfolio Manager
Managed fund since 2011

Tucker Scott, CFA
Executive Vice President; Portfolio Manager; Rearch Analyst
Managed fund since 2007

Lisa Myers, CFA
Executive Vice President; Portfolio Manager; Rearch Analyst
Managed fund since 2003

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Global Bond Trust 

Investment objective

To seek maximum total return, consistent with preservation of capital and prudent investment management.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.70

0.70

0.70

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1 ,2

0.06

0.06

0.06

Total annual fund operating expenses

0.81

1.01

0.76

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

2

"Other expenses" reflect interest expense resulting from the fund's use of certain investments such as reverse repurchase agreements or sale-buybacks. Such expense is required to be treated as a fund expense for accounting purposes. Any interest expense amount will vary based on the fund's use of those investments as an investment strategy. Had these expenses been excluded, "Other expenses" would have been 0.05%.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

83

103

78

3 years

259

322

243

5 years

450

558

422

10 years

1,002

1,236

942

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 69% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed-income instruments that are economically tied to at least three countries (one of which may be the United States), which may be represented by forwards or derivatives such as options, futures contracts or swap agreements. These fixed-income instruments may be denominated in foreign currencies or in U.S. dollars, which may be represented by forwards or derivatives, such as options, futures contracts, or swap agreements.

In selecting securities for the fund, the subadvisor utilizes economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other security selection techniques. The proportion of the fund's assets committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the subadvisor's outlook for the U.S. and foreign economies, the financial markets, and other factors.

The types of fixed-income securities in which the fund may invest include the following securities which, unless otherwise noted, may be issued by domestic or foreign issuers and may be denominated in U.S. dollars or foreign currencies:

securities issued or guaranteed by the U.S. government, its agencies or government-sponsored enterprises;

corporate debt securities of U.S. and foreign issuers, including convertible securities and corporate commercial paper;

mortgage-backed and other asset-backed securities;

inflation-indexed bonds issued by both governments and corporations;

bank capital and trust preferred securities;

structured notes, including hybrid or "indexed" securities and event-linked bonds;

loan participations and assignments;

 

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delayed funding loans and revolving credit facilities;

bank certificates of deposit, fixed time deposits and bankers' acceptances;

debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

repurchase agreements and reverse repurchase agreements;

obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises; and

obligations of international agencies or supranational entities.

Fixed-income securities may have fixed, variable, or floating rates of interest, including rates of interest that vary inversely at a multiple of a designated or floating rate, or that vary according to change in relative values of currencies.

Depending on the subadvisor's current opinion as to the proper allocation of assets among domestic and foreign issuers, investments that are economically tied to foreign (non-U.S.) countries will normally be at least 25% of the fund's net assets. The fund may invest, without limitation, in securities and instruments that are economically tied to emerging countries. The fund may invest up to 10% of its total assets in fixed-income securities that are rated below investment grade but rated B or higher by Moody's or equivalently rated by S&P or Fitch, or, if unrated, determined by the subadvisor to be of comparable quality (except that within such limitations, the fund may invest in mortgage-related securities and variable rate master demand notes rated below B). The fund may invest in baskets of foreign currencies (such as the euro) and directly in currencies. The average portfolio duration of the fund normally varies within three years (plus or minus) of the duration of the benchmark index, as calculated by the subadvisor.

The fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

The fund may make short sales of a security including short sales "against the box."

The fund is non-diversified, which means that it may invest its assets in a smaller number of issuers than a diversified fund.

The fund may:

purchase and sell options on domestic and foreign securities, securities indexes and currencies,

purchase and sell futures and options on futures,

purchase and sell currency or securities on a forward basis, and

enter into interest rate, index, equity, total return, currency, and credit default swap agreements.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

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Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Inverse floating-rate securities. Liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, issuer risk, and risk of disproportionate loss are the principal risks of engaging in transactions involving inverse floating-rate securities.

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

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 11.03%

Worst quarter: Q3 '08, -9.46%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

2.28

4.49

3.99

03/19/1988

Series II

2.13

4.29

3.79

01/28/2002

Series NAV

2.42

4.54

4.04

02/28/2005

JP Morgan Global (Unhedged) Government Bond Index (reflects no deduction for fees, expenses, or taxes)

0.56

2.13

3.36

03/19/1988

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Pacific Investment Management Company LLC

Portfolio management

 

Andrew Balls
Portfolio Manager
Managed fund since 2015

Sachin Gupta
Portfolio Manager
Managed fund since 2015

Lorenzo Pagani, Ph.D.
Portfolio Manager
Managed fund since 2015

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Health Sciences Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee  1

0.95

0.95

0.95

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  2

0.04

0.04

0.04

Total annual fund operating expenses

1.04

1.24

0.99

1

"Management fee" has been restated to reflect the contractual management fee schedule effective April 1, 2014.

2

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

106

126

101

3 years

331

393

315

5 years

574

681

547

10 years

1,271

1,500

1,213

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 50% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks of companies engaged, at the time of investment, in the research, development, production, or distribution of products or services related to health care, medicine, or the life sciences (collectively, "health sciences").

While the fund may invest in companies of any size, the majority of its assets are expected to be invested in large- and mid-capitalization companies.

The subadvisor's portfolio managers divide the health sciences sector into four main areas: pharmaceuticals, health care services companies, medical products and devices providers, and biotechnology firms. Their allocation among these four areas will vary depending on the relative potential within each area and the outlook for the overall health sciences sector. While most assets will be invested in U.S. common stocks, the fund may purchase other securities, including foreign securities, futures, and options in keeping with its investment objective. In addition, the fund writes call and put options primarily as a means of generating additional income. The fund may also use options to seek protection against a decline in the value of its securities or an increase in prices of securities that may be purchased. Normally, the fund will own the securities on which it writes these options. The premium income received by writing covered calls can help reduce but not eliminate portfolio volatility.

The fund concentrates its investments (invests more than 25% of its total assets) in securities of companies in the health sciences sector, a comparatively narrow segment of the economy, and therefore may experience greater volatility than funds investing in a broader range of industries.

In managing the fund, the subadvisor uses a fundamental, bottom-up analysis that seeks to identify high quality companies and the most compelling investment opportunities. In general, the fund will follow a growth investment strategy, seeking companies whose earnings are expected to grow faster than inflation and the economy in general. When stock valuations seem unusually high, however, a "value" approach, which gives preference to seemingly undervalued companies, may also be emphasized.

 

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The fund may invest up to 35% of its total assets in foreign securities (including emerging market securities) and may have exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date.

In pursuing its investment objective, the fund's management has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an opportunity for substantial appreciation. These situations might arise when the fund's management believes a security could increase in value for a variety of reasons including a change in management, an extraordinary corporate event, or a new product introduction or innovation or a favorable competitive development.

The fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. dollar and foreign currency-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk" including entering into option transactions.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors. Health sciences companies may be subject to additional risks, such as increased competition within the sector, changes in legislation or government regulations affecting the sector and product liabilities.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

 

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Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q1 '12, 18.02%

Worst quarter: Q4 '08, –19.64%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

31.83

27.44

16.13

04/30/2001

Series II

31.54

27.19

15.90

01/28/2002

Series NAV

31.85

27.52

16.19

04/29/2005

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

13.69

15.45

7.67

04/30/2001

Lipper Health/Biotechnology Index (reflects no deduction for fees, expenses, or taxes)

30.61

24.53

13.81

04/30/2001

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor T. Rowe Price Associates, Inc.

Portfolio management

 

Taymour R. Tamaddon
Vice President
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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High Yield Trust 

Investment objective

To realize an above-average total return over a market cycle of three to five years, consistent with reasonable risk.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.67

0.67

0.67

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.06

0.06

0.06

Total annual fund operating expenses

0.78

0.98

0.73

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

80

100

75

3 years

249

312

233

5 years

433

542

406

10 years

966

1,201

906

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 72% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in high yield securities. The fund's investments may include corporate bonds, preferred stocks, U.S. government and foreign securities, mortgage-backed securities, loan assignments or participations and convertible securities which have the following ratings (or, if unrated, are considered by the subadvisor to be of equivalent quality):

Corporate Bonds, Preferred Stocks and Convertible Securities

Moody's . . . . . . . . . . . . . . . . . . . . . . Ba through C

Standard & Poor's . . . . . . . . . . . . . . . BB through D

Non-investment-grade securities are commonly referred to as "junk bonds." The fund may also invest in investment-grade securities.

As part of its investment strategy, the fund will generally invest without restrictions within these ratings category ranges, or in unrated securities considered to be of equivalent quality by the subadvisor.

The fund may invest in foreign bonds and other fixed-income securities denominated in foreign currencies, where, in the opinion of the subadvisor, the combination of current yield and currency value offer attractive expected returns. Foreign securities in which the fund may invest include emerging market securities. The fund may invest up to 100% of its assets in foreign securities.

The fund may also enter into various derivative transactions for both hedging and non-hedging purposes, including for purposes of enhancing returns. These derivative transactions include, but are not limited to, futures, options, swaps and forwards. In particular, the fund may use interest rate swaps, credit default swaps (on individual securities and/or baskets of securities), futures contracts and/or mortgage-backed securities to a significant extent, although the amounts invested in these instruments may change from time to time.

The fund may invest in fixed-and floating-rate loans, generally in the form of loan participations and assignments of such loans.

 

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The fund normally maintains an average portfolio duration of between three and seven years. However, the fund may invest in individual securities of any duration. Duration is an approximate measure of the sensitivity of the market value of a security to changes in interest rates.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of

 

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traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 24.28%

Worst quarter: Q4 '08, –20.68%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

0.28

8.22

6.52

01/02/1997

Series II

0.08

7.99

6.31

01/28/2002

Series NAV

0.33

8.28

6.58

02/28/2005

Citigroup High Yield Index (reflects no deduction for fees, expenses, or taxes)

1.83

8.69

7.33

01/02/1997

Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor Western Asset Management Company

Sub-Subadvisor Western Asset Management Company Limited

Portfolio management

 

Michael C. Buchanan
Deputy Chief Investment Officer
Managed fund since 2006

S. Kenneth Leech
Chief Investment Officer
Managed fund since 2014

 

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Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Income Trust 

Investment objective

To seek to maximize income while maintaining prospects for capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.80

0.80

0.80

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.05  1

0.05  2

0.05

Total annual fund operating expenses

0.90

1.10

0.85

1

"Other expenses" have been estimated for the first year of operations of the fund's Series I shares.

2

"Other expenses" have been estimated for the first year of operations of the fund's Series II shares.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

92

112

87

3 years

287

350

271

5 years

498

606

471

10 years

1,108

1,340

1,049

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 27% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests in a diversified portfolio of debt securities, such as bonds, notes and debentures, and equity securities, such as common stocks, preferred stocks and convertible securities. The fund may shift its investments from one asset class to another based on the subadvisor's analysis of the best opportunities for the fund's portfolio in a given market.

The fund seeks income by selecting investments such as corporate and foreign debt securities and U.S. Treasury bonds, as well as stocks with attractive dividend yields. In its search for growth opportunities, the fund maintains the flexibility to invest in common stocks of companies from a variety of industries such as energy and utilities. From time to time, based on economic conditions, the Fund may have significant investments in particular sectors.

The fund may invest up to 100% of total assets in debt securities that are rated below investment grade (sometimes referred to as "junk bonds"). Securities rated in the top four rating categories by independent rating organizations such as Standard & Poor's Ratings Services ("S&P") or Moody's Investors Service ("Moody's") are considered investment grade. Below-investment-grade securities, such as those rated BB or lower by S&P, or Ba or lower by Moody's, or unrated, but deemed by the subadvisor to be of comparable quality, generally pay higher yields but involve greater risks than investment-grade securities. The fund may invest in convertible securities without regard to the ratings assigned by rating services.

The subadvisor searches for undervalued or out-of-favor securities it believes offer opportunities for current income and significant future growth. It generally performs independent analysis of the debt securities being considered for the fund's portfolio, rather than relying principally on the ratings assigned by the rating agencies. In its analysis, the subadvisor considers a variety of factors, including:

the experience and managerial strength of the company;

responsiveness to changes in interest rates and business conditions;

debt maturity schedules and borrowing requirements;

the company's changing financial condition and market recognition of the change; and

 

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a security's relative value based on such factors as anticipated cash flow, interest and dividend coverage, asset coverage and earnings prospects.

The fund may invest up to 25% of its total assets in foreign securities, foreign securities that are traded in the U.S. or American Depositary Receipts ("ADRs").

The fund may invest in equity-linked notes, the value of which is tied to a single stock or a basket of stocks.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

Equity-linked notes are subject to risks similar to those related to investing in the underlying securities. An equitylinked note is dependent on the individual credit of the note's issuer. Equity-linked notes often are privately placed and may not be rated. The secondary market for equity-linked notes may be limited.

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Interest-rate risk. Fixed-income securities are affected by changes in interest rates. When interest rates decline, the market value of fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the market value of fixed-income securities generally can be expected to decline. The longer the duration or maturity of a fixed-income security, the more susceptible it is to interest-rate risk.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition,

 

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liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Utilities sector risk. The fund's performance will be closely tied to the performance of utilities issuers and, as a result, can be more volatile than the performance of more broadly diversified funds. The price of stocks in the utilities sector can be very volatile due to supply and/or demand for services or fuel, financing costs, conservation efforts, the negative impact of regulation, and other factors.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index represents 50% of the Standard & Poor's 500 Index and 50% of the Barclays U.S. Aggregate Bond Index.

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 16.59%

Worst quarter: Q3 '08, -14.27%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series NAV

4.65

9.50

5.33

05/01/2007

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

13.69

15.45

6.67

05/01/2007

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

5.97

4.45

4.99

05/01/2007

Combined Index (reflects no deduction for fees, expenses, or taxes)

9.85

10.09

6.19

05/01/2007

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Franklin Advisers, Inc.

Portfolio management

 

Edward D. Perks
Executive Vice President and Director of Portfolio Management
Managed fund since 2009

Alex Peters, CFA
Vice President; Portfolio Manager; Research Analyst
Managed fund since 2007

Matt Quinlan
Vice President; Portfolio Manager; Research Analyst
Managed fund since 2009

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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International Core Trust 

Investment objective

To seek high total return.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.88

0.88

0.88

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.08

0.08

0.08

Total annual fund operating expenses

1.01

1.21

0.96

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

103

123

98

3 years

322

384

306

5 years

558

665

531

10 years

1,236

1,466

1,178

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 75% of the average value of its portfolio.

Principal investment strategies

The subadvisor seeks to achieve the fund's investment objective by investing the fund's portfolio primarily in non-U.S. developed market equities that the subadvisor believes will provide a higher return than the MSCI EAFE Index.

Under normal market conditions, the fund invests at least 80% of its total assets in equity investments. The terms "equities" and "equity investments" refer to direct and indirect investments in common stocks and other stock-related securities, such as preferred stocks, convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts.

The subadvisor determines which securities the fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy.

In selecting securities for the fund, the subadvisor uses a combination of investment methods to identify securities that the subadvisor believes have positive return potential relative to other securities in the fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the fund's investment universe or corporate behavior of an issuer. The subadvisor also uses multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by the subadvisor can change over time. The subadvisor does not manage the fund to, or control the fund's risk relative to, any securities index or securities benchmark.

As a substitute for direct investments in equities, the subadvisor may use exchange-traded and over-the-counter derivatives. The subadvisor also may use derivatives and exchange-traded funds: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); and (ii) in an attempt to adjust elements of the fund's investment exposure. Derivatives used may include futures, options, foreign currency forward contracts, and swap contracts.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it wouldbe if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 20.53%

Worst quarter: Q3 '11, -19.42%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

-6.70

5.86

4.55

01/02/1997

Series II

-6.91

5.64

4.34

01/28/2002

Series NAV

-6.75

5.91

4.60

02/28/2005

MSCI EAFE Index (gross of foreign withholding taxes on dividends) (reflects no deduction for fees, expenses, or taxes)

-4.48

5.81

4.91

01/02/1997

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Grantham, Mayo, Van Otterloo & Co. LLC

Portfolio management

 

Dr. David Cowan
Co-Director of Global Equity Team
Managed fund since 2012

Dr. Thomas Hancock
Co-Director of Global Equity Team
Managed fund since 2005

Mr. Ben Inker
Co-Head of the Asset Allocation Team
Managed fund since 2014

Mr. Sam Wilderman
Co-Head of the Asset Allocation Team
Managed fund since 2014

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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International Equity Index Trust B 

Investment objective

To seek to track the performance of a broad-based equity index of foreign companies primarily in developed countries and, to a lesser extent, in emerging markets.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.53

0.53

0.53

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.08

0.08

0.08

Total annual fund operating expenses

0.66

0.86

0.61

Contractual expense reimbursement  2

– 0.27

– 0.27

– 0.27

Total annual fund operating expenses after expense reimbursements

0.39

0.59

0.34

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

2

The advisor has agreed to waive its advisory fee (or, if necessary, reimburse expenses of the fund) in an amount so that the fund's annual operating expenses do not exceed its "Total annual fund operating expenses after expense reimbursements" as shown in the table above. A fund's "Total annual fund operating expenses" includes all of its operating expenses including advisory and Rule 12b-1 fees, but excludes taxes, brokerage commissions, interest, short dividends, acquired fund fees, litigation and indemnification expenses and extraordinary expenses of the fund not incurred in the ordinary course of the fund's business. The advisor's obligation to provide the expense cap will remain in effect until April 30, 2016 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

40

60

35

3 years

184

247

168

5 years

341

450

313

10 years

797

1,036

736

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 3% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its assets in securities listed in the MSCI All Country World Excluding U.S. Index (the "Index"), or American Depositary Receipts (ADRs) or Global Depositary Receipts (GDRs) representing such securities. As of February 28, 2015, the market capitalization range of the Index was $306 million to $253 billion.

The fund is an index fund and differs from an actively-managed fund. Actively-managed funds seek to outperform their benchmark indices through research and analysis. Over time, their performance may differ significantly from their benchmark indices. Index funds are passively managed funds that seek to mirror the risk and return profile of market indices, minimizing performance differences over time. An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indices may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. However, an index fund has operating expenses and transaction costs, while a market index does not. Therefore, the fund, while it attempts to track its target index closely, typically will be unable to match the performance of the index exactly.

The fund uses "sampling" methodology to track the total return performance of the Index. This means that the fund does not intend to purchase all of the securities in the Index, but rather intends to hold a representative sample of the securities in the Index in an effort to achieve the fund's investment

 

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objective. The quantity of holdings in the fund will be based on a number of factors, including asset size of the fund. Although the subadvisor generally expects the fund to hold less than the total number of securities in the Index, it reserves the right to hold as many securities as it believes necessary to achieve the fund's investment objective.

The fund is normally fully invested. The subadvisor invests in stock index futures to maintain market exposure and manage cash flow. Although the subadvisor may employ foreign currency hedging techniques, it normally maintains the currency exposure of the underlying equity investments.

The fund may purchase other types of securities that are not primary investment vehicles, for example, ADRs, GDRs, European Depositary Receipts (EDRs), certain exchange-traded funds (ETFs), cash equivalents, and certain derivatives (investments whose value is based on indices or other securities). In addition, the fund may invest in securities that are not included in the Index, including futures, options, swap contracts and other derivatives, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the advisor or subadvisor).

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

 

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Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. For periods prior to the inception date of the fund, performance shown is the actual performance of the sole share class of the fund's predecessor fund and has not been adjusted to reflect the Rule 12b-1 fees of any class of shares. As a result, pre-inception performance of the fund may be higher than if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 27.40%

Worst quarter: Q4 '08, –22.28%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

-4.61

4.27

5.05

11/05/2012

Series II

-4.80

4.19

5.01

11/05/2012

Series NAV

-4.57

4.29

5.06

04/29/2005

MSCI All Country World Ex US Index (gross of foreign withholding taxes on dividends) (reflects no deduction for fees, expenses, or taxes)

-3.44

4.89

5.59

04/29/2005

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor SSGA Funds Management, Inc.

Portfolio management

 

Thomas Coleman, CFA
Vice President
Managed fund since 2005

Karl Schneider, CAIA
Vice President
Managed fund since 2007

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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International Growth Stock Trust 

Investment objective

The fund seeks to achieve long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.79

0.79

0.79

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.06

0.06

0.06

Acquired fund fees and expenses  2

0.01

0.01

0.01

Total annual fund operating expenses  3

0.91

1.11

0.86

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

2

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

3

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

93

113

88

3 years

290

353

274

5 years

504

612

477

10 years

1,120

1,352

1,061

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 23% of the average value of its portfolio.

Principal investment strategies

The fund invests primarily in a diversified portfolio of international securities whose issuers are considered by the fund's subadvisor to have potential for earnings or revenue growth. The fund will, under normal circumstances, invest at least 80% of its net assets (plus any borrowings for investment purposes) in stocks of any market capitalization.

The fund invests significantly in foreign issuers. The fund focuses its investments in equity securities of foreign issuers that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market. The fund invests, under normal circumstances, in issuers located in at least three countries outside of the U.S. The fund may invest in issuers located in developing countries (emerging markets). Under normal circumstances, the maximum percentage of the fund's net assets that may be invested in these issuers is 1.25 times of the emerging market weight of the MSCI All Country World ex U.S. Growth Index.

The fund invests primarily in the securities of large-capitalization issuers; however, the fund may invest a significant amount of its net assets in the securities of mid-capitalization issuers. The fund can invest in derivative instruments including forward foreign currency contracts and futures. The fund can utilize forward foreign currency contracts to hedge against adverse movements in the foreign currencies in which portfolio securities are denominated. Historically the fund has not hedged the currency exposure created by its investments in foreign securities but has the ability do so if deemed appropriate by the fund's portfolio managers.The fund can also invest in futures contracts to gain exposure to the broad market in connection with managing cash balances or to hedge against downside risk.

The subadvisor employs a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for,

 

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accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom- up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use various hedging, derivatives and other strategic transactions, including, but not limited to, U.S. Treasury futures and options, index derivatives, credit default swaps and currency forwards, described under "Additional Information about the Funds' Principal Risks – Hedging, derivatives and other strategic transactions risk."

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to theinception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1

 

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fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q3 '13, 10.86%

Worst quarter: Q3 '11, –18.11%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

Inception

Date of Inception

Series I

0.20

8.12

11/05/2012

Series II

0.00

8.01

11/05/2012

Series NAV

0.19

8.14

09/16/2010

MSCI All Country World ex U.S. Growth Index (gross of foreign withholding taxes on dividends)(reflects no deduction for fees, expenses, or taxes)

-2.29

5.73

09/16/2010

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Invesco Advisers, Inc.

Portfolio management

 

Clas Olsson
Lead Portfolio Manager
Managed fund since 2010

Matthew Dennis
Portfolio Manager
Managed fund since 2010

Mark Jason
Porftolio Manager
Managed fund since 2011

Richard Nield
Portfolio Manager
Managed fund since 2013

Brently Bates
Portfolio Manager
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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International Small Company Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.95

0.95

0.95

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.13

0.13

0.13

Total annual fund operating expenses

1.13

1.33

1.08

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

115

135

110

3 years

359

421

343

5 years

622

729

595

10 years

1,375

1,601

1,317

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 20% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of small cap companies in the particular markets in which the fund invests. As of February 28, 2015, the maximum market capitalization range of eligible companies for purchase was approximately $1,364 million to $5,337 million, depending on the country. The fund will primarily invest in a broad and diverse group of equity securities of foreign small companies of developed markets, but may also hold equity securities of companies located in emerging markets.

The fund invests its assets in securities listed on bona fide securities exchanges or traded on the over-the-counter markets, including securities listed or traded in the form of International Depositary Receipts (IDRs), American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), Non-Voting Depositary Receipts (NVDRs) and other similar securities, including dual-listed securities. Each of these securities may be traded within or outside the issuer's domicile country.

The subadvisor measures company size on a country or region specific basis based primarily on market capitalization. In the countries or regions authorized for investment, the subadvisor first ranks eligible companies listed on selected exchanges based on the companies' market capitalizations. The subadvisor then determines the universe of eligible stocks by defining the maximum market capitalization of a small company that may be purchased by the fund with respect to each country or region. This threshold will vary by country or region, and dollar amounts will change due to market conditions.

The fund intends to purchase securities in each applicable country using a market capitalization weighted approach. The subadvisor, using this approach and its judgment, will seek to set country weights based on the relative market capitalizations of eligible small companies within each country. See "Market Capitalization Weighted Approach" below. The weightings of countries in the fund may vary from their weightings in international indices, such as those published by FTSE International, MSCI or Citigroup.

The fund also may use derivatives such as futures contracts and options on futures contracts, to adjust market exposure based on expected cash inflows to or outflows from the fund. The fund does not intend to use derivatives for purposes of speculation or leveraging investment returns. The

 

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fund may enter into futures contracts and options on futures contracts for foreign or U.S. equity securities and indices. The fund may also enter into forward currency contracts to facilitate the settlement of equity purchases of foreign securities, repatriation of foreign currency balances or exchange of one foreign currency for another currency. In addition to money market instruments and other short-term investments, the fund may invest in affiliated and unaffiliated unregistered money market funds to manage the fund's cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in money market funds may involve a duplication of certain fees and expenses.

The fund does not seek current income as an investment objective and investments will not be based upon an issuer's dividend payment policy or record. However, many of the companies whose securities will be included in the fund do pay dividends. It is anticipated, therefore, that the fund will receive dividend income.

The subadvisor will determine in its discretion when and whether to invest in countries that have been authorized for investment by its Investment Committee, depending on a number of factors such as asset growth in the fund and characteristics of each country's market. The subadvisor's Investment Committee may authorize other countries for investment in the future and the fund may continue to hold investments in countries not currently authorized for investment but that had previously been authorized for investment.

Market Capitalization Weighted Approach

The fund structure involves market capitalization weighting in determining individual security weights and, where applicable, country or region weights. Market capitalization weighting means each security is generally purchased based on the issuer's relative market capitalization. Market capitalization weighting may be adjusted by the subadvisor for a variety of reasons. The subadvisor may consider such factors as free float, momentum, trading strategies, liquidity management, and profitability, as well as other factors determined to be appropriate by the subadvisor given market conditions. In assessing profitability, the subadvisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The subadvisor may deviate from market capitalization weighting to limit or fix the exposure of the fund to a particular country or issuer to a maximum proportion of the assets of the fund. The subadvisor may exclude the stock of a company that meets applicable market capitalization criteria if the subadvisor determines, in its judgment, that the purchase of such security is inappropriate in light of other conditions. These adjustments will result in a deviation from traditional market capitalization weighting.

Country weights may be based on the total market capitalization of companies within each country. The calculation of country market capitalization may take into consideration the free float of companies within a country or whether these companies are eligible to be purchased for the particular strategy. In addition, to maintain a satisfactory level of diversification, the Investment Committee may limit or adjust the exposure to a particular country or region to a maximum proportion of the assets of that vehicle. Country weights may also deviate from target weights due to general day-to-day trading patterns and price movements. The weighting of countries will likely vary from their weighting in published international indices. Also, deviation from target weights may result from holding securities from countries that are no longer authorized for future investments.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

 

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 31.13%

Worst quarter: Q3 '08, –22.53%

Average Annual Total Returns for Period Ended 12/31/2014

Effective June 26, 2014, the primary benchmark of the fund has changed from the MSCI EAFE Small Cap Index to the MSCI World ex U.S. Small Cap Index in order to better reflect the universe of investment opportunities based on the fund's investment strategy. The fund has retained the MSCI EAFE Small Cap Index as the secondary benchmark to which the fund compares its performance.

.

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

-6.89

7.58

2.37

11/16/2009

Series II

-7.10

7.35

2.24

11/16/2009

Series NAV

-6.85

7.59

2.39

04/28/2006

MSCI World ex-U.S. Small Cap Index (reflects no deduction for fees, expenses, or taxes)(new primary benchmark)

-4.99

8.30

2.70

04/28/2006

MSCI EAFE Small Cap Index (gross of foreign withholding taxes on dividends)(reflects no deduction for fees, expenses, or taxes) (secondary benchmark)

-4.63

8.98

2.80

04/28/2006

Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor Dimensional Fund Advisors LP

 

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Portfolio management

 

Karen E. Umland, CFA
Senior Portfolio Manager and Vice President
Managed fund since 2006

Joseph H. Chi, CFA
Senior Portfolio Manager and Vice President
Managed fund since 2010

Jed S. Fogdall
Senior Portfolio Manager and Vice President
Managed fund since 2010

Henry F. Gray
Head of Global Equity Trading and Vice President
Managed fund since 2012

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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International Value Trust 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.80

0.80

0.80

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.06

0.06

0.06

Total annual fund operating expenses

0.91

1.11

0.86

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

93

113

88

3 years

290

353

274

5 years

504

612

477

10 years

1,120

1,352

1,061

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 34% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests primarily in equity securities of companies located outside the U.S., including in emerging markets.

Equity securities generally entitle the holder to participate in a company's general operating results. These include common stocks and preferred stocks. The fund also invests in American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs), which are certificates typically issued by a bank or trust company that give their holders the right to receive securities issued by a foreign or domestic company.

The subadvisor's investment philosophy is "bottom-up," value-oriented, and long-term. In choosing equity investments, the subadvisor will focus on the market price of a company's securities relative to its evaluation of the company's long-term earnings, asset value, and cash flow potential. A company's historical value measure, including price/earnings ratio, profit margins and liquidation value, will also be considered.

The fund may invest in equity-linked notes, the value of which is tied to a single stock or a basket of stocks. The fund may also invest significantly in issuers in the telecommunications sector and issuers located in the United Kingdom.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

 

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Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

Equity-linked notes are subject to risks similar to those related to investing in the underlying securities. An equitylinked note is dependent on the individual credit of the note's issuer. Equity-linked notes often are privately placed and may not be rated. The secondary market for equity-linked notes may be limited.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Sector risk. Because the fund may, from time to time, focus on one or more sectors of the economy, at such times its performance will depend in large part on the performance of those sectors. A fund that invests in particular sectors is particularly susceptible to the impact of market, economic, regulatory, and other factors affecting those sectors. As a result, at such times, the value of your investment may fluctuate more widely than it would in a fund that is invested across sectors.

Telecommunications sector risk. The telecommunication services industry is subject to government regulation of rates of return and services that may be offered and can be significantly affected by intense competition.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 24.09%

Worst quarter: Q4 '08, –21.66%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

-12.51

4.39

4.24

05/01/1999

Series II

-12.65

4.19

4.03

01/28/2002

Series NAV

-12.48

4.43

4.27

02/28/2005

MSCI EAFE Index (gross of foreign withholding taxes on dividends)(reflects no deduction for fees, expenses, or taxes)

-4.48

5.81

4.91

05/01/1999

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Templeton Investment Counsel, LLC

Portfolio management

 

Tucker Scott, CFA
Lead Portfolio Manager, Executive Vice President
Managed fund since 1999

Cindy Sweeting, CFA
President; Director of Portfolio Management
Managed fund since 1999

Peter Nori, CFA
Executive Vice President; Portfolio Manager
Managed fund since 2006

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Investment Quality Bond Trust 

Investment objective

To provide a high level of current income consistent with the maintenance of principal and liquidity.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.58

0.58

0.58

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.06

0.06

0.06

Total annual fund operating expenses

0.69

0.89

0.64

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

70

91

65

3 years

221

284

205

5 years

384

493

357

10 years

859

1,096

798

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 109% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds rated investment grade at the time of investment. The fund will tend to focus on corporate bonds and U.S. government bonds with intermediate-to longer-term maturities.

The subadvisor's investment decisions derive from a three-pronged analysis, including:

sector analysis,

credit research, and

call protection.

Sector analysis focuses on the differences in yields among security types, issuers, and industry sectors. Credit research focuses on both quantitative and qualitative criteria established by the subadvisor, such as call protection (payment guarantees), an issuer's industry, operating and financial profiles, business strategy, management quality, and projected financial and business conditions. Individual purchase and sale decisions are made on the basis of relative value and the contribution of a security to the desired characteristics of the overall fund. Factors considered include:

relative valuation of available alternatives,

impact on portfolio yield, quality and liquidity, and

impact on portfolio maturity and sector weights.

The subadvisor attempts to maintain a high, steady and possibly growing income stream.

At least 80% of the fund's net assets are invested in bonds and debentures, including:

marketable debt securities of U.S. and foreign issuers (payable in U.S. dollars), rated as investment grade by Moody's or S&P at the time of purchase, including privately placed debt securities, corporate bonds, asset-backed securities, mortgage-backed securities and commercial mortgage-backed securities;

 

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securities issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities, including mortgage-backed securities; and

cash and cash equivalent securities which are authorized for purchase by Money Market Trust.

The balance (no more than 20%) of the fund's net assets may be invested in below-investment-grade bonds and other securities including privately placed debt securities:

U.S. and foreign debt securities,

preferred stocks,

convertible securities (including those issued in the Euromarket),

securities carrying warrants to purchase equity securities,

foreign exchange contracts for purposes of hedging portfolio exposures to foreign currencies or for purposes of obtaining exposure to foreign currencies,

hybrid securities, and

below-investment-grade and investment-grade foreign currency fixed-income securities, including up to 5% emerging market fixed-income securities.

In pursuing its investment objective, the fund may invest up to 20% of its net assets in U.S. and foreign high yield (high risk) corporate and government debt securities (commonly known as "junk bonds"). These instruments are rated "Ba" or below by Moody's or "BB" or below by S&P (or, if unrated, are deemed of comparable quality as determined by the subadvisor). No minimum rating standard is required for a purchase of high yield securities by the fund. While the fund may only invest up to 20% of its net assets in securities rated in these rating categories at the time of investment, it is not required to dispose of bonds that may be downgraded after purchase, even though such downgrade may cause the fund to hold more than 20% of its net assets in high yield securities.

The fund normally maintains an average portfolio duration of between three and seven years. However, the fund may invest in individual securities of any duration. Duration is an approximate measure of the sensitivity of the market value of a security to changes in interest rates.

The fund may invest in derivatives such as interest rate futures and options, interest rate swaps, currency forwards, options on financial indices and credit default swaps to manage duration and yield curve positioning, implement foreign interest rate and currency positions, hedge against risk and/or as a substitute for investing directly in a security.

The fund may make short sales of a security including short sales "against the box."

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index represents 50% of the Barclays U.S. Credit Index and 50% of the Barclays U.S. Government Bond Index.

Calendar year total returns for Series I (%)



 

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Best quarter: Q3 '09, 6.55%

Worst quarter: Q2 '13, -3.48%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

5.47

5.26

4.86

06/19/1985

Series II

5.26

5.06

4.65

01/28/2002

Series NAV

5.54

5.31

4.91

02/28/2005

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

5.97

4.45

4.71

06/19/1985

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

4.92

3.70

4.29

06/19/1985

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

7.53

6.25

5.46

06/19/1985

Combined Index (reflects no deduction for fees, expenses, or taxes)

6.22

4.98

4.90

06/19/1985

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Wellington Management Company LLP

Portfolio management

 

Lucius T. (L.T.) Hill III
Senior Managing Director and Fixed Income Portfolio Manager
Managed fund since 2010

Campe Goodman, CFA
Senior Managing Director and Fixed Income Portfolio Manager
Managed fund since 2010

Joseph F. Marvan, CFA
Senior Managing Director and Fixed Income Portfolio Manager
Managed fund since 2010

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2010 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.73

0.73

0.73

Total annual fund operating expenses

0.93

1.13

0.88

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

95

115

90

3 years

296

359

281

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2010. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity-type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below-investment-grade debt securities with maturities that range from short to longer term. The fixed-income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage-backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may

 

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not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2015 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.74

0.74

0.74

Total annual fund operating expenses

0.94

1.14

0.89

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

96

116

91

3 years

300

362

284

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2015. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may

 

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not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2020 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.74

0.74

0.74

Total annual fund operating expenses

0.94

1.14

0.89

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

96

116

91

3 years

300

362

284

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2020. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may

 

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not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2025 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.75

0.75

0.75

Total annual fund operating expenses

0.95

1.15

0.90

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

97

117

92

3 years

303

365

287

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2025. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may

 

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not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2030 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.76

0.76

0.76

Total annual fund operating expenses

0.96

1.16

0.91

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

98

118

93

3 years

306

368

290

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2030. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may

 

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not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2035 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.77

0.77

0.77

Total annual fund operating expenses

0.97

1.17

0.92

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

99

119

94

3 years

309

372

293

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2035. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may

 

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not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2040 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.78

0.78

0.78

Total annual fund operating expenses

0.98

1.18

0.93

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

100

120

95

3 years

312

375

296

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2040. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may

 

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not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2045 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

Series   II  1

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.78

0.78

0.78

Total annual fund operating expenses

0.98

1.18

0.93

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

100

120

95

3 years

312

375

296

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2045. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed-income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may

 

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not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifecycle 2050 Trust 

Investment objective

To seek high total return until the fund's target retirement date.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   1

  1 , Series   II

Series   NAV  1

Management fee

0.06

0.06

0.06

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.09

0.09

0.09

Acquired fund fees and expenses  2

0.78

0.78

0.78

Total annual fund operating expenses

0.98

1.18

0.93

1

For funds and classes that have not commenced operations or have an inception date of less than six months as of December 31,2014, expenses are estimated.

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

100

120

95

3 years

312

375

296

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. Because the fund had not commenced operations as of the date of this prospectus, there is no portfolio turnover to report.

Principal investment strategies

Under normal market conditions, the fund invests substantially all of its assets in underlying funds using an asset allocation strategy designed for investors expected to retire around the year 2050. Over time, the asset allocation strategy will change according to a predetermined glide patch as set forth below.

After December 31st of the designated retirement year of the fund, the fund will, under normal market conditions, continue to invest its assets in accordance with the predetermined "glide path" set forth below although the subadvisors may at times determine in light of prevailing market or economic conditions that the fund's asset allocations should vary from those indicated by the "glide path" in order to preserve the fund's assets or to help it achieve its objective.

Within the prescribed percentage allocation, the subadvisors select the percentage level to be maintained in specific underlying funds. The subadvisors may from time to time change the allocation in specific underlying funds or rebalance the underlying funds. To maintain target allocation in the underlying funds, daily cash flows for the fund will be directed to its underlying funds that most deviate from target.

The allocations reflected in the glide path are also referred to as "neutral" allocations because they do not reflect active decisions made by the subadvisors to produce an overweight or an underweight position in a particular asset class based on the subadvisors' market outlook. The fund has a target allocation for the broad asset classes of equities and fixed income but may invest outside these target allocations to protect the fund or help it achieve its objective.

The investment performance of the fund will reflect both its subadvisors' allocation decisions with respect to underlying funds and investments and the investment decisions made by the underlying funds' subadvisors.

 

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In addition to investing in exchange-traded funds (ETFs), the fund may also invest in the securities of other investment companies and may make direct investments in other types of investments, such as equity and fixed-income securities, including U.S. government securities, closed-end funds and partnerships. See "Other Permitted Investments by the Funds of Funds." The fund may also engage in short selling.

The fund may invest in various underlying funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities, science and technology stocks. Each of the underlying funds has its own investment strategy that, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the underlying funds focus their investment strategy on fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

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

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic transactions risk" including, without limitation, investing in credit default swaps, foreign currency forward contracts, futures contracts, interest rate swaps and options.



Fund Combination after Designated Retirement Date

The Board of Trustees may, in its discretion, determine to combine the fund with another fund if the target allocation of the fund matches the target allocation of the other fund. In such event, the fund's shareholders will become shareholders of the other fund. To the extent permitted by applicable regulatory requirements, such a combination would be implemented without seeking the approval of shareholders. There is no assurance that the Board of Trustees at any point will determine to implement such a combination.

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce

 

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disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Lifecycle risk. There is no guarantee that the subadvisor will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Target allocation risk. From time to time, one or more of the underlying funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of a portfolio, which could affect the performance of the underlying funds and, therefore, the performance of the fund.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

 

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Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

This section normally shows how the fund's total returns have varied from year to year, along with a broad-based market index for reference. Because the fund has not commenced operations as of the date of this Prospectus, there is no past performance to report.

 

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Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US)LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG),John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Aggressive MVP 

Investment objective

To seek long term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.05

0.05

0.05

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Acquired fund fees and expenses  1

0.85

0.85

0.85

Total annual fund operating expenses  2

0.98

1.18

0.93

Contractual expense reimbursement  3

– 0.03

– 0.03

– 0.03

Total annual fund operating expenses after expense reimbursements

0.95

1.15

0.90

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

3

The advisor has contractually agreed to reduce its management fee and/or make payment to the fund in an amount equal to the amount by which "Other expenses" of the fund exceed 0.00% of the averaged annual net assets (on an annualized basis) of the fund. "Other expenses" means all of the expenses of the fund, excluding certain expenses such as advisory fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund's business, distribution and service (Rule 12b-1) fees, printing and postage, underlying fund expenses (acquired fund fees), and short dividend expense. The current expense limitation agreement expires on April 30, 2017 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time. 

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

97

117

92

3 years

306

369

290

5 years

536

643

509

10 years

1,196

1,426

1,137

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 31% of the average value of its portfolio.

Principal investment strategies

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

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

 

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

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

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

In seeking to manage the volatility of returns and limit the magnitude of portfolio losses, the fund may employ certain risk management techniques using derivative instruments and may reallocate assets among the underlying Equity Funds, fixed-income securities, and cash and cash equivalents. These derivatives may be used to increase or decrease the fund's net equity exposure and will typically consist of stock index futures, but may also include stock index options, options on stock index futures, and stock index swaps. The fund may also employ risk management techniques using derivatives that may increase or decrease the fund's exposure to certain types of fixed-income securities. These instruments may include government bond futures, swaps, and credit default swaps. For more information about these derivative instruments in which the fund may invest, please see "Hedging And Other Strategic Transactions" risk section in the Statement of Additional Information. Fund assets employed for its risk management strategy include not only derivative instruments but also fixed-income instruments, used to cover derivative positions. Because equity and fixed-income derivative instruments may be purchased with a fraction of the assets that would be needed to purchase the securities directly, the remainder of the assets used for the risk management strategy will be invested in a variety of fixed-income instruments. The fund may be required to hold cash or other liquid assets and post these assets with a broker as collateral to cover its obligation under the futures contracts. The fund's risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

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

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

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

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

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

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

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

 

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Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

 

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

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

Liquidity risk. There may not be sufficient liquidity in the relevant financial markets to implement the desired derivative positions, particularly in periods of high market volatility or distress.

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

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

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

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

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

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

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

 

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of

 

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traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

On March 3, 2014, the fund changed its investment objective and principal investment strategies. The performance information below for the period prior to this date does not reflect these changes. Under the fund's prior investment objective and principal investment strategies, the fund normally invested approximately 100% of its assets in underlying funds that invest primarily in equity securities and could invest up to 10% of its assets in underlying funds that invest primarily in fixed-income securities and did not use certain risk management techniques to seek to manage the volatility of returns (i.e. standard deviation) and limit the magnitude of portfolio losses.

The Combined Index represents 70% of the Russell 3000 Index and 30% of the MSCI EAFE Index.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 20.25%

Worst quarter: Q4 '08, –24.12%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

1.40

10.28

5.93

01/08/1997

Series II

1.29

10.07

5.73

01/28/2002

Series NAV

1.54

10.35

5.99

04/29/2005

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

13.69

15.45

7.67

01/08/1997

Combined Index (reflects no deduction for fees, expenses, or taxes)

7.21

12.68

7.11

01/08/1997

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Jeffrey N. Given
Vice President, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Luning "Gary" Li
Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Aggressive PS Series 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.10

0.10

0.10

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.45

0.45

0.45

Acquired fund fees and expenses  2

0.44

0.44

0.44

Total annual fund operating expenses  3

1.04

1.24

0.99

Contractual expense reimbursement  4

– 0.41

– 0.41

– 0.41

Total annual fund operating expenses after expense reimbursements

0.63

0.83

0.58

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

2

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

3

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

4

The advisor has contractually agreed to reduce its management fee and/or make payment to the fund in an amount equal to the amount by which "Other expenses" of the fund exceed 0.04% of the averaged annual net assets (on an annualized basis) of the fund. "Other expenses" means all of the expenses of the fund, excluding certain expenses such as advisory fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund's business, distribution and service (Rule 12b-1) fees, printing and postage, underlying fund expenses (acquired fund fees), and short dividend expense. The current expense limitation agreement expires on April 30, 2016 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time. 

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

64

85

59

3 years

290

353

274

5 years

534

642

507

10 years

1,234

1,464

1,176

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 38% of the average value of its portfolio.

Principal investment strategies

The fund, except as otherwise described below, operates as a fund of funds and normally invests approximately 100% of its assets in underlying funds that invest primarily in equity securities or in futures contracts on equity markets (the "Equity Allocation") and up to 10% of its assets in underlying funds that invest primarily in fixed-income securities or in futures contracts on fixed-income markets (the "Fixed-Income Allocation"). Underlying funds include exchange-traded funds ("ETFs") and the fund may invest a significant portion of its assets in ETFs. At the discretion of the subadvisors, the Equity Allocation may also include direct investments in equity securities, and the Fixed-Income Allocation may also include direct investments in fixed-income securities. The subadvisors may also determine in light of market or economic conditions that the normal percentage limitations should be exceeded to protect the fund or achieve its objective.

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

 

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

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

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

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

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

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

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

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

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations.

 

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Funds that invest in fixed-income securities are subject to varying degrees of risk that the issuers of the securities will have their credit rating downgraded or will default, potentially reducing a fund's share price and income level.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities

 

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may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index represents 70% of the Russell 3000 Index and 30% of the MSCI EAFE Index.

Calendar year total returns for Series II (%)



Best quarter: Q2 '14, 4.60%

Worst quarter: Q3 '14, -1.94%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

Inception

Date of Inception

Series I

5.42

8.10

10/31/2013

Series II

5.21

7.87

10/31/2013

Series NAV

5.47

8.15

10/31/2013

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

13.69

16.59

10/31/2013

Combined Index (reflects no deduction for fees, expenses, or taxes)

7.56

9.86

10/31/2013

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2011

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management
a division of Manulife Asset Management
(US) LLC
Managed fund since 2011

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Balanced MVP 

Investment objective

To seek growth of capital and current income while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.05

0.05

0.05

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.01

0.01

0.01

Acquired fund fees and expenses  1

0.69

0.69

0.69

Total annual fund operating expenses  2

0.80

1.00

0.75

Contractual expense reimbursement  3

– 0.01

– 0.01

– 0.01

Total annual fund operating expenses after expense reimbursements

0.79

0.99

0.74

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

3

The advisor has contractually agreed to reduce its management fee and/or make payment to the fund in an amount equal to the amount by which "Other expenses" of the fund exceed 0.00% of the averaged annual net assets (on an annualized basis) of the fund. "Other expenses" means all of the expenses of the fund, excluding certain expenses such as advisory fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund's business, distribution and service (Rule 12b-1) fees, printing and postage, underlying fund expenses (acquired fund fees), and short dividend expense. The current expense limitation agreement expires on April 30, 2017 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time. 

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

81

101

76

3 years

253

316

238

5 years

442

550

415

10 years

988

1,223

928

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 20% of the average value of its portfolio.

Principal investment strategies

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

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

 

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exposure to equity securities (either directly or through investment in underlying funds or derivatives) to no more than 55% and normally will seek to reduce any equity exposure in excess of this amount as soon as practicable. However, the subadvisor may determine in light of market or economic conditions that the limit should be exceeded to achieve the fund's objective.

The fund seeks long term growth of capital while attempting to manage the volatility of returns and limit the magnitude of portfolio losses. The fund seeks to limit the volatility of returns to a range of 8.25% to 10.25% (as measured by annualized standard deviation of the fund's returns). However, during periods of prolonged low market volatility the actual volatility experienced by the fund may fall below the range due to maximum limits on equity and fixed-income exposures.

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

In seeking to manage the volatility of returns and limit the magnitude of portfolio losses, the fund may employ certain risk management techniques using derivative instruments and may reallocate assets between the underlying Equity and Fixed-Income Funds. These derivatives may be used to increase or decrease the fund's net equity exposure and will typically consist of stock index futures, but may also include stock index options, options on stock index futures, and stock index swaps. The fund may also employ risk management techniques using derivatives that may increase or decrease the fund's exposure to certain types of fixed-income securities. These instruments may include government bond futures, swaps, and credit default swaps. For more information about these derivative instruments in which the fund may invest, please see "Hedging And Other Strategic Transactions" risk section in the Statement of Additional Information. Fund assets employed for its risk management strategy include not only derivative instruments but also fixed-income instruments, used to cover derivative positions. Because equity and fixed-income derivative instruments may be purchased with a fraction of the assets that would be needed to purchase the securities directly, the remainder of the assets used for the risk management strategy will be invested in a variety of fixed-income instruments. The fund may be required to hold cash or other liquid assets and post these assets with a broker as collateral to cover its obligation under the futures contracts. The fund's risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

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

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

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

The fund may invest in various Equity Funds that as a group hold a wide range of equity type securities. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities), and sector holdings such as utilities, science, and technology stocks. Each of these Equity Funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. The fund may also invest in Fixed-Income Funds that as a group hold a wide range of fixed-income securities including investment grade and below investment grade debt securities with maturities that range from short to longer term. The Fixed-Income Funds collectively hold various types of debt instruments, such as corporate bonds and mortgage backed, government issued, domestic and international securities. Equity Funds and Fixed-Income Funds may include funds that employ a passive investment style (i.e., index funds and exchange-traded funds (ETFs)) and at times most of the fund's assets may be invested in index funds.

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

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

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

 

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Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

 

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

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

Liquidity risk. There may not be sufficient liquidity in the relevant financial markets to implement the desired derivative positions, particularly in periods of high market volatility or distress.

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

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

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

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

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

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

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations. U.S. government securities are subject to varying degrees of credit risk depending upon the nature of their support. Funds that invest in

 

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fixed-income securities are subject to varying degrees of risk that the issuers of the securities will have their credit rating downgraded or will default, potentially reducing a fund's share price and income level.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than

 

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normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

On March 3, 2014, the fund changed its investment objective and principal investment strategies. The performance information below for the period prior to this date does not reflect these changes. Under the fund's prior investment objective and principal investment strategies, the fund normally invested approximately 50% of its assets in underlying funds that invest primarily in equity securities and approximately 50% of its assets in underlying funds that invest primarily in fixed-income securities and did not use certain risk management techniques to seek to manage the volatility of returns (i.e. standard deviation) and limit the magnitude of portfolio losses.

The Combined Index 1 represents 50% of the S&P 500 Index and 50% of the Barclays U.S. Aggregate Bond Index.

The Combined Index 2 represents 35% of the Russell 3000 Index, 15% of the MSCI EAFE Index, and 50% of the Barclays U.S. Aggregrate Bond Index.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 15.83%

Worst quarter: Q4 '08, –17.72%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

4.29

8.15

5.48

01/08/1997

Series II

4.03

7.92

5.27

01/28/2002

Series NAV

4.26

8.19

5.53

04/29/2005

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

13.69

15.45

7.67

01/08/1997

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

5.97

4.45

4.71

01/08/1997

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

9.85

10.09

6.48

01/08/1997

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.67

8.79

6.24

01/08/1997

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Jeffrey N. Given
Vice President, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Luning "Gary" Li
Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Balanced PS Series 

Investment objective

To seek a balance between a high level of current income and growth of capital, with a greater emphasis on growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.04

0.04

0.04

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Acquired fund fees and expenses  1

0.54

0.54

0.54

Total annual fund operating expenses  2

0.66

0.86

0.61

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

67

88

62

3 years

211

274

195

5 years

368

477

340

10 years

822

1,061

762

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 27% of the average value of its portfolio.

Principal investment strategies

The fund, except as otherwise described below, operates as a fund of funds and normally invests approximately 50% of its assets in underlying funds that invest primarily in equity securities or in futures contracts on equity markets (the "Equity Allocation") and approximately 50% of its assets in underlying funds that invest primarily in fixed-income securities or in futures contracts on fixed-income markets (the "Fixed Income Allocation"). Underlying funds may include exchange traded funds ("ETFs") and the fund may invest a significant portion of its assets in ETFs. At the discretion of the subadvisor, the Equity Allocation may also include direct investments in equity securities and the Fixed Income Allocation may also include direct investments in fixed-income securities. The subadvisor may also determine in light of market or economic conditions that the normal percentage limitations should be exceeded to protect the fund or achieve its objective.

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

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

 

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Certain of these underlying funds focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed-income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, U.S. and foreign government issued, domestic and international securities.

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

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

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

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

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

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

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

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

PS Series Asset Transfer Risk. The Lifestyle Growth PS Series, Lifestyle Moderate PS Series, Lifestyle Balanced PS Series and Lifestyle Conservative PS Series (collectively, the "JHVIT Lifestyle PS Series") are offered in connection with specific guaranteed benefits under variable annuity contracts (the "Contracts") issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the "John Hancock Issuers").

The Contracts provide that the John Hancock Issuers can automatically transfer contract value between the Lifestyle PS Series and the Bond Trust through a non-discretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect contract value from declines due to market volatility, and thereby limit the John Hancock Issuers' exposure to risk under the guaranteed benefits under the Contracts. The timing and amount of any transfer of contract value under the John Hancock Issuers' process will depend on several factors including market movements. In

 

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general, the higher the equity component of a JHVIT Lifestyle PS Series, the more likely that contract value will be reallocated from the JHVIT Lifestyle PS Series to the Bond Trust when equity markets fall. These asset flows may negatively affect the performance of an underlying fund in which the JHVIT Lifestyle PS Series invests by increasing the underlying fund's transaction costs and causing it to purchase or sell securities when it would not normally do so. It could be particularly disadvantageous for the underlying fund if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. Because the JHVIT Lifestyle PS Series bear their proportionate share of the transaction costs of the underlying funds, increased underlying fund expenses may indirectly negatively affect the performance of the JHVIT Lifestyle PS Series.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

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Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable

 

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insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index 1 represents 50% of the S&P 500 Index and 50% of the Barclays U.S. Aggregate Bond Index.

The Combined Index 2 represents 35% of the Russell 3000 Index, 15% of the MSCI EAFE Index, and 50% of the Barclays U.S. Aggregrate Bond Index.

Calendar year total returns for Series II (%)



Best quarter: Q1 '12, 7.12%

Worst quarter: Q2 '12, –1.66%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

Inception

Date of Inception

Series I

5.96

6.47

10/31/2013

Series II

5.74

6.42

04/29/2011

Series NAV

5.94

6.48

10/31/2013

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

13.69

14.37

04/29/2011

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

5.97

3.84

04/29/2011

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

10.62

10.24

04/29/2011

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.67

7.45

04/29/2011

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2011

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management
a division of Manulife Asset Management
(US) LLC
Managed fund since 2011

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Conservative MVP 

Investment objective

To seek current income and growth of capital, while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.05

0.05

0.05

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.02

0.02

0.02

Acquired fund fees and expenses  1

0.65

0.65

0.65

Total annual fund operating expenses  2

0.77

0.97

0.72

Contractual expense reimbursement  3

– 0.02

– 0.02

– 0.02

Total annual fund operating expenses after expense reimbursements

0.75

0.95

0.70

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

3

The advisor has contractually agreed to reduce its management fee and/or make payment to the fund in an amount equal to the amount by which "Other expenses" of the fund exceed 0.00% of the averaged annual net assets (on an annualized basis) of the fund. "Other expenses" means all of the expenses of the fund, excluding certain expenses such as advisory fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund's business, distribution and service (Rule 12b-1) fees, printing and postage, underlying fund expenses (acquired fund fees), and short dividend expense. The current expense limitation agreement expires on April 30, 2017 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time. 

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

77

97

72

3 years

242

305

226

5 years

424

532

397

10 years

950

1,186

891

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 33% of the average value of its portfolio.

Principal investment strategies

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

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

 

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exposure to equity securities (either directly or through investment in underlying funds or derivatives) to no more than 22% and normally will seek to reduce any equity exposure in excess of this amount as soon as practicable. However, the subadvisor may determine in light of market or economic conditions that the limit should be exceeded to achieve the fund's objective.

The fund seeks long term growth of capital while attempting to manage the volatility of returns and limit the magnitude of portfolio losses. The fund seeks to limit the volatility of returns to a range of 5.5% to 6.5% (as measured by annualized standard deviation of the fund's returns). However, during periods of prolonged low market volatility the actual volatility experienced by the fund may fall below the range due to maximum limits on equity and fixed-income exposures.

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

In seeking to manage the volatility of returns and limit the magnitude of portfolio losses, the fund may employ certain risk management techniques using derivative instruments and may reallocate assets between the underlying Equity and Fixed-Income Funds. These derivatives may be used to increase or decrease the fund's net equity exposure and will typically consist of stock index futures, but may also include stock index options, options on stock index futures, and stock index swaps. The fund may also employ risk management techniques using derivatives that may increase or decrease the fund's exposure to certain types of fixed-income securities. These instruments may include government bond futures, swaps, and credit default swaps. For more information about these derivative instruments in which the fund may invest, please see "Hedging And Other Strategic Transactions" risk section in the Statement of Additional Information. Fund assets employed for its risk management strategy include not only derivative instruments but also fixed-income instruments, used to cover derivative positions. Because equity and fixed-income derivative instruments may be purchased with a fraction of the assets that would be needed to purchase the securities directly, the remainder of the assets used for the risk management strategy will be invested in a variety of fixed-income instruments. The fund may be required to hold cash or other liquid assets and post these assets with a broker as collateral to cover its obligation under the futures contracts. The fund's risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

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

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

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

The fund may invest in various Equity Funds that as a group hold a wide range of equity type securities. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities), and sector holdings such as utilities, science, and technology stocks. Each of these Equity Funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. The fund may also invest in Fixed-Income Funds that as a group hold a wide range of fixed-income securities including investment grade and below investment grade debt securities with maturities that range from short to longer term. The Fixed-Income Funds collectively hold various types of debt instruments, such as corporate bonds and mortgage backed, government issued, domestic and international securities. Equity Funds and Fixed-Income Funds may include funds that employ a passive investment style (i.e., index funds and exchange-traded funds (ETFs)) and at times most of the fund's assets may be invested in index funds.

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

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

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

 

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Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

 

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

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

Liquidity risk. There may not be sufficient liquidity in the relevant financial markets to implement the desired derivative positions, particularly in periods of high market volatility or distress.

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

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

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

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

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

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

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations. U.S. government securities are subject to varying degrees of credit risk depending upon the nature of their support. Funds that invest in

 

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fixed-income securities are subject to varying degrees of risk that the issuers of the securities will have their credit rating downgraded or will default, potentially reducing a fund's share price and income level.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than

 

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normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

On March 3, 2014, the fund changed its investment objective and principal investment strategies. The performance information below for the period prior to this date does not reflect these changes. Under the fund's prior investment objective and principal investment strategies, the fund normally invested approximately 20% of its assets in underlying funds that invest primarily in equity securities and approximately 80% of its assets in underlying funds that invest primarily in fixed-income securities and did not use certain risk management techniques to seek to manage the volatility of returns (i.e. standard deviation) and limit the magnitude of portfolio losses.

The Combined Index 1 represents 20% of the S&P 500 Index and 80% of the Barclays U.S. Aggregate Bond Index.

The Combined Index 2 represents 14% of the Russell 3000 Index, 6% of the MSCI EAFE Index, and 80% of the Barclays U.S. Aggregrate Bond Index.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 10.58%

Worst quarter: Q4 '08, –8.32%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

5.02

6.13

4.98

01/08/1997

Series II

4.84

5.92

4.79

01/28/2002

Series NAV

4.97

6.19

5.04

04/29/2005

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

13.69

15.45

7.67

01/08/1997

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

5.97

4.45

4.71

01/08/1997

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

7.52

6.73

5.48

01/08/1997

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.27

6.23

5.40

01/08/1997

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Jeffrey N. Given
Vice President, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Luning "Gary" Li
Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Conservative PS Series 

Investment objective

To seek a high level of current income with some consideration given to growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.04

0.04

0.04

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.06

0.06

0.06

Acquired fund fees and expenses  1

0.56

0.56

0.56

Total annual fund operating expenses  2

0.71

0.91

0.66

Contractual expense reimbursement  3

– 0.02

– 0.02

– 0.02

Total annual fund operating expenses after expense reimbursements

0.69

0.89

0.64

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

3

The advisor has contractually agreed to reduce its management fee and/or make payment to the fund in an amount equal to the amount by which "Other expenses" of the fund exceed 0.04% of the averaged annual net assets (on an annualized basis) of the fund. "Other expenses" means all of the expenses of the fund, excluding certain expenses such as advisory fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund's business, distribution and service (Rule 12b-1) fees, printing and postage, underlying fund expenses (acquired fund fees), and short dividend expense. The current expense limitation agreement expires on  April 30, 2016 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time. 

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

70

91

65

3 years

225

288

209

5 years

393

502

366

10 years

881

1,118

821

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 56% of the average value of its portfolio.

Principal investment strategies

The fund, except as otherwise described below, operates as a fund of funds and normally invests approximately 20% of its assets in underlying funds that invest primarily in equity securities or in futures contracts on equity markets (the "Equity Allocation") and approximately 80% of its assets in underlying funds that invest primarily in fixed-income securities or in futures contracts on fixed-income markets (the "Fixed Income Allocation"). Underlying funds may include exchange traded funds ("ETFs") and the fund may invest a significant portion of its assets in ETFs. At the discretion of the subadvisor, the Equity Allocation may also include direct investments in equity securities and the Fixed Income Allocation may also include direct investments in fixed-income securities. The subadvisor may also determine in light of market or economic conditions that the normal percentage limitations should be exceeded to protect the fund or achieve its objective.

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

 

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

Certain of these underlying funds focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed-income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, U.S. and foreign government issued, domestic and international securities.

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

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

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

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

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

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

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

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

PS Series Asset Transfer Risk. The Lifestyle Growth PS Series, Lifestyle Moderate PS Series, Lifestyle Balanced PS Series and Lifestyle Conservative PS Series (collectively, the "JHVIT Lifestyle PS Series") are offered in connection with specific guaranteed benefits under variable annuity contracts (the

 

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"Contracts") issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the "John Hancock Issuers").

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

Principal risks of investing in the underlying funds

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

 

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Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

 

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Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index 1 represents 20% of the S&P 500 Index and 80% of the Barclays U.S. Aggregate Bond Index.

The Combined Index 2 represents 14% of the Russell 3000 Index, 6% of the MSCI EAFE Index, and 80% of the Barclays U.S. Aggregrate Bond Index.

Calendar year total returns for Series II (%)



Best quarter: Q1 '12, 3.48%

Worst quarter: Q2 '13, –1.64%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

Inception

Date of Inception

Series I

5.55

4.69

10/31/2013

Series II

5.41

4.62

04/29/2011

Series NAV

5.68

4.72

10/31/2013

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

13.69

14.37

04/29/2011

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

5.97

3.84

04/29/2011

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

7.52

6.00

04/29/2011

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.27

5.33

04/29/2011

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2011

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management
a division of Manulife Asset Management
(US) LLC
Managed fund since 2011

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

 

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Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Growth MVP 

Investment objective

To seek long term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.05

0.05

0.05

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.02

0.02

0.02

Acquired fund fees and expenses  1

0.71

0.71

0.71

Total annual fund operating expenses  2

0.83

1.03

0.78

Contractual expense reimbursement  3

– 0.02

– 0.02

– 0.02

Total annual fund operating expenses after expense reimbursements

0.81

1.01

0.76

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

3

The advisor has contractually agreed to reduce its management fee and/or make payment to the fund in an amount equal to the amount by which "Other expenses" of the fund exceed 0.00% of the averaged annual net assets (on an annualized basis) of the fund. "Other expenses" means all of the expenses of the fund, excluding certain expenses such as advisory fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund's business, distribution and service (Rule 12b-1) fees, printing and postage, underlying fund expenses (acquired fund fees), and short dividend expense. The current expense limitation agreement expires on April 30, 2017 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time. 

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

83

103

78

3 years

261

324

245

5 years

456

565

429

10 years

1,022

1,256

962

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 18% of the average value of its portfolio.

Principal investment strategies

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

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

 

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

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

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

In seeking to manage the volatility of returns and limit the magnitude of portfolio losses, the fund may employ certain risk management techniques using derivative instruments and may reallocate assets between the underlying Equity and Fixed-Income Funds. These derivatives may be used to increase or decrease the fund's net equity exposure and will typically consist of stock index futures, but may also include stock index options, options on stock index futures, and stock index swaps. The fund may also employ risk management techniques using derivatives that may increase or decrease the fund's exposure to certain types of fixed-income securities. These instruments may include government bond futures, swaps, and credit default swaps. For more information about these derivative instruments in which the fund may invest, please see "Hedging And Other Strategic Transactions" risk section in the Statement of Additional Information. Fund assets employed for its risk management strategy include not only derivative instruments but also fixed-income instruments, used to cover derivative positions. Because equity and fixed-income derivative instruments may be purchased with a fraction of the assets that would be needed to purchase the securities directly, the remainder of the assets used for the risk management strategy will be invested in a variety of fixed-income instruments. The fund may be required to hold cash or other liquid assets and post these assets with a broker as collateral to cover its obligation under the futures contracts. The fund's risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

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

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

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

The fund may invest in various Equity Funds that as a group hold a wide range of equity type securities. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities), and sector holdings such as utilities, science, and technology stocks. Each of these Equity Funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. The fund may also invest in Fixed-Income Funds that as a group hold a wide range of fixed-income securities including investment grade and below investment grade debt securities with maturities that range from short to longer term. The Fixed-Income Funds collectively hold various types of debt instruments, such as corporate bonds and mortgage backed, government issued, domestic and international securities. Equity Funds and Fixed-Income Funds may include funds that employ a passive investment style (i.e., index funds and exchange-traded funds (ETFs)) and at times most of the fund's assets may be invested in index funds.

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

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

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

 

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Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

 

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

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

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

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

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

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

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

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

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

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations. U.S. government securities are subject to varying degrees of credit risk depending upon the nature of their support. Funds that invest in

 

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fixed-income securities are subject to varying degrees of risk that the issuers of the securities will have their credit rating downgraded or will default, potentially reducing a fund's share price and income level.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than

 

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normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

On March 3, 2014, the fund changed its investment objective and principal investment strategies. The performance information below for the period prior to this date does not reflect these changes. Under the fund's prior investment objective and principal investment strategies, the fund normally invested approximately 70% of its assets in underlying funds that invest primarily in equity securities and approximately 30% of its assets in underlying funds that invest primarily in fixed-income securities and did not use certain risk management techniques to seek to manage the volatility of returns (i.e. standard deviation) and limit the magnitude of portfolio losses.

The Combined Index 1 is comprised of 70% S&P 500 Index and 30% Barclays U.S. Aggregate Bond Index.

The Combined Index 2 represents 49% of the Russell 3000 Index, 21% of the MSCI EAFE Index and 30% of the Barclays U.S. Aggregate Bond Index.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 17.89%

Worst quarter: Q4 '08, –20.75%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

2.16

9.07

5.63

01/08/1997

Series II

2.04

8.87

5.43

01/28/2002

Series NAV

2.28

9.13

5.69

04/29/2005

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

13.69

15.45

7.67

01/08/1997

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

5.97

4.45

4.71

01/08/1997

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

11.39

12.27

7.03

01/08/1997

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.91

10.40

6.67

01/08/1997

 

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Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Jeffrey N. Given
Vice President, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Luning "Gary" Li
Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Growth PS Series 

Investment objective

To seek long-term growth of capital. Current income is also a consideration.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.04

0.04

0.04

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.02

0.02

0.02

Acquired fund fees and expenses  1

0.53

0.53

0.53

Total annual fund operating expenses  2

0.64

0.84

0.59

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

65

86

60

3 years

205

268

189

5 years

357

466

329

10 years

798

1,037

738

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 18% of the average value of its portfolio.

Principal investment strategies

The fund, except as otherwise described below, operates as a fund of funds and normally invests approximately 70% of its assets in underlying funds that invest primarily in equity securities or in futures contracts on equity markets (the "Equity Allocation") and approximately 30% of its assets in underlying funds that invest primarily in fixed-income securities or in futures contracts on fixed-income markets (the "Fixed Income Allocation"). Underlying funds may include exchange traded funds ("ETFs") and the fund may invest a significant portion of its assets in ETFs. At the discretion of the subadvisor, the Equity Allocation may also include direct investments in equity securities and the Fixed Income Allocation may also include direct investments in fixed-income securities. The subadvisor may also determine in light of market or economic conditions that the normal percentage limitations should be exceeded to protect the fund or achieve its objective.

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

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

 

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Certain of these underlying funds focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed-income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, U.S. and foreign government issued, domestic and international securities.

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

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

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

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

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

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

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

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

PS Series Asset Transfer Risk. The Lifestyle Growth PS Series, Lifestyle Moderate PS Series, Lifestyle Balanced PS Series and Lifestyle Conservative PS Series (collectively, the "JHVIT Lifestyle PS Series") are offered in connection with specific guaranteed benefits under variable annuity contracts (the "Contracts") issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the "John Hancock Issuers").

The Contracts provide that the John Hancock Issuers can automatically transfer contract value between the Lifestyle PS Series and the Bond Trust through a non-discretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect contract value from declines due to market volatility, and thereby limit the John Hancock Issuers' exposure to risk under the guaranteed benefits under the Contracts. The timing and amount of any transfer of contract value under the John Hancock Issuers' process will depend on several factors including market movements. In

 

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general, the higher the equity component of a JHVIT Lifestyle PS Series, the more likely that contract value will be reallocated from the JHVIT Lifestyle PS Series to the Bond Trust when equity markets fall. These asset flows may negatively affect the performance of an underlying fund in which the JHVIT Lifestyle PS Series invests by increasing the underlying fund's transaction costs and causing it to purchase or sell securities when it would not normally do so. It could be particularly disadvantageous for the underlying fund if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. Because the JHVIT Lifestyle PS Series bear their proportionate share of the transaction costs of the underlying funds, increased underlying fund expenses may indirectly negatively affect the performance of the JHVIT Lifestyle PS Series.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

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Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable

 

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insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index 1 is comprised of 70% S&P 500 Index and 30% Barclays U.S. Aggregate Bond Index.

The Combined Index 2 represents 49% of the Russell 3000 Index, 21% of the MSCI EAFE Index and 30% of the Barclays U.S. Aggregate Bond Index.

Calendar year total returns for Series II (%)



Best quarter: Q1 '12, 9.44%

Worst quarter: Q2 '12, –2.96%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

Inception

Date of Inception

Series I

6.17

7.64

10/31/2013

Series II

5.88

7.55

04/29/2011

Series NAV

6.22

7.65

10/31/2013

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

13.69

14.37

04/29/2011

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

5.97

3.84

04/29/2011

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

12.16

12.32

04/29/2011

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.91

8.79

04/29/2011

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2011

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management
a division of Manulife Asset Management
(US) LLC
Managed fund since 2011

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Moderate MVP 

Investment objective

To seek current income and growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.05

0.05

0.05

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.02

0.02

0.02

Acquired fund fees and expenses  1

0.68

0.68

0.68

Total annual fund operating expenses  2

0.80

1.00

0.75

Contractual expense reimbursement  3

– 0.02

– 0.02

– 0.02

Total annual fund operating expenses after expense reimbursements

0.78

0.98

0.73

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

3

The advisor has contractually agreed to reduce its management fee and/or make payment to the fund in an amount equal to the amount by which "Other expenses" of the fund exceed 0.00% of the averaged annual net assets (on an annualized basis) of the fund. "Other expenses" means all of the expenses of the fund, excluding certain expenses such as advisory fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund's business, distribution and service (Rule 12b-1) fees, printing and postage, underlying fund expenses (acquired fund fees), and short dividend expense. The current expense limitation agreement expires on April 30, 2017 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time. 

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

80

100

75

3 years

251

314

236

5 years

440

548

413

10 years

986

1,221

926

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 26% of the average value of its portfolio.

Principal investment strategies

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

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

 

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exposure to equity securities (either directly or through investment in underlying funds or derivatives) to no more than 44% and normally will seek to reduce any equity exposure in excess of this amount as soon as practicable. However, the subadvisor may determine in light of market or economic conditions that the limit should be exceeded to achieve the fund's objective.

The fund seeks long term growth of capital while attempting to manage the volatility of returns and limit the magnitude of portfolio losses. The fund seeks to limit the volatility of returns to a range of 7% to 9% (as measured by annualized standard deviation of the fund's returns). However, during periods of prolonged low market volatility the actual volatility experienced by the fund may fall below the range due to maximum limits on equity and fixed-income exposures.

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

In seeking to manage the volatility of returns and limit the magnitude of portfolio losses, the fund may employ certain risk management techniques using derivative instruments and may reallocate assets between the underlying Equity and Fixed-Income Funds. These derivatives may be used to increase or decrease the fund's net equity exposure and will typically consist of stock index futures, but may also include stock index options, options on stock index futures, and stock index swaps. The fund may also employ risk management techniques using derivatives that may increase or decrease the fund's exposure to certain types of fixed-income securities. These instruments may include government bond futures, swaps, and credit default swaps. For more information about these derivative instruments in which the fund may invest, please see "Hedging And Other Strategic Transactions" risk section in the Statement of Additional Information. Fund assets employed for its risk management strategy include not only derivative instruments but also fixed-income instruments, used to cover derivative positions. Because equity and fixed-income derivative instruments may be purchased with a fraction of the assets that would be needed to purchase the securities directly, the remainder of the assets used for the risk management strategy will be invested in a variety of fixed-income instruments. The fund may be required to hold cash or other liquid assets and post these assets with a broker as collateral to cover its obligation under the futures contracts. The fund's risk management strategy could limit the upside participation of the fund in strong, rising markets with high volatility and could underperform funds that do not use a risk management strategy.

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

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

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

The fund may invest in various Equity Funds that as a group hold a wide range of equity type securities. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities), and sector holdings such as utilities, science, and technology stocks. Each of these Equity Funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. The fund may also invest in Fixed-Income Funds that as a group hold a wide range of fixed-income securities including investment grade and below investment grade debt securities with maturities that range from short to longer term. The Fixed-Income Funds collectively hold various types of debt instruments, such as corporate bonds and mortgage backed, government issued, domestic and international securities. Equity Funds and Fixed-Income Funds may include funds that employ a passive investment style (i.e., index funds and exchange-traded funds (ETFs)) and at times most of the fund's assets may be invested in index funds.

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

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

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

 

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Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

 

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

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

Liquidity risk. There may not be sufficient liquidity in the relevant financial markets to implement the desired derivative positions, particularly in periods of high market volatility or distress.

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

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

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

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

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

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

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations. U.S. government securities are subject to varying degrees of credit risk depending upon the nature of their support. Funds that invest in

 

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fixed-income securities are subject to varying degrees of risk that the issuers of the securities will have their credit rating downgraded or will default, potentially reducing a fund's share price and income level.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than

 

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normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

On March 3, 2014, the fund changed its investment objective and principal investment strategies. The performance information below for the period prior to this date does not reflect these changes. Under the fund's prior investment objective and principal investment strategies, the fund normally invested approximately 40% of its assets in underlying funds that invest primarily in equity securities and approximately 60% of its assets in underlying funds that invest primarily in fixed-income securities and did not use certain risk management techniques to seek to manage the volatility of returns (i.e. standard deviation) and limit the magnitude of portfolio losses.

The Combined Index 1 represents 40% of the S&P 500 Index and 60% of the Barclays U.S. Aggregate Bond Index.

The Combined Index 2 represents 28% of the Russell 3000 Index, 12% of the MSCI EAFE Index, and 60% of the Barclays U.S. Aggregrate Bond Index.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 13.89%

Worst quarter: Q4 '08, –13.28%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

4.94

7.68

5.39

01/08/1997

Series II

4.68

7.48

5.18

01/28/2002

Series NAV

4.99

7.75

5.44

04/29/2005

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

13.69

15.45

7.67

01/08/1997

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

5.97

4.45

4.71

01/08/1997

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

9.07

8.98

6.17

01/08/1997

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.54

7.96

5.99

01/08/1997

 

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Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Jeffrey N. Given
Vice President, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Luning "Gary" Li
Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2014

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2010

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG), John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Lifestyle Moderate PS Series 

Investment objective

To seek a balance between a high level of current income and growth of capital, with a greater emphasis on income.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.04

0.04

0.04

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Acquired fund fees and expenses  1

0.55

0.55

0.55

Total annual fund operating expenses  2

0.68

0.88

0.63

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

69

90

64

3 years

218

281

202

5 years

379

488

351

10 years

847

1,084

786

Portfolio turnover

The fund, which operates as a fund of funds and invests in underlying funds, does not pay transaction costs, such as commissions, when it buys and sells shares of underlying funds (or "turns over" its portfolio). An underlying fund does pay transaction costs when it turns over its portfolio, and a higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the performance of the underlying funds and of the fund. During its most recent fiscal year, the fund's portfolio turnover rate was 38% of the average value of its portfolio.

Principal investment strategies

The fund, except as otherwise described below, operates as a fund of funds and normally invests approximately 40% of its assets in underlying funds that invest primarily in equity securities or in futures contracts on equity markets (the "Equity Allocation") and approximately 60% of its assets in underlying funds that invest primarily in fixed-income securities or in futures contracts on fixed-income markets (the "Fixed Income Allocation"). Underlying funds may include exchange traded funds ("ETFs") and the fund may invest a significant portion of its assets in ETFs. At the discretion of the subadvisor, the Equity Allocation may also include direct investments in equity securities and the Fixed Income Allocation may also include direct investments in fixed-income securities. The subadvisor may also determine in light of market or economic conditions that the normal percentage limitations should be exceeded to protect the fund or achieve its objective.

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

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

 

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Certain of these underlying funds focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed-income underlying funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, U.S. and foreign government issued, domestic and international securities.

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

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

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

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

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

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

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

Principal risks of investing in the fund of funds

The fund of funds is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund of funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Commodity risk. The market price of commodity investments may be volatile due to fluctuating demand, supply disruption, speculation, and other factors.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Exchange-traded notes risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that compose the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risks.

Fund of funds risk. The fund is subject to the performance and expenses of the underlying funds in which it invests.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

PS Series Asset Transfer Risk. The Lifestyle Growth PS Series, Lifestyle Moderate PS Series, Lifestyle Balanced PS Series and Lifestyle Conservative PS Series (collectively, the "JHVIT Lifestyle PS Series") are offered in connection with specific guaranteed benefits under variable annuity contracts (the "Contracts") issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the "John Hancock Issuers").

The Contracts provide that the John Hancock Issuers can automatically transfer contract value between the Lifestyle PS Series and the Bond Trust through a non-discretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect contract value from declines due to market volatility, and thereby limit the John Hancock Issuers' exposure to risk under the guaranteed benefits under the Contracts. The timing and amount of any transfer of contract value under the John Hancock Issuers' process will depend on several factors including market movements. In

 

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general, the higher the equity component of a JHVIT Lifestyle PS Series, the more likely that contract value will be reallocated from the JHVIT Lifestyle PS Series to the Bond Trust when equity markets fall. These asset flows may negatively affect the performance of an underlying fund in which the JHVIT Lifestyle PS Series invests by increasing the underlying fund's transaction costs and causing it to purchase or sell securities when it would not normally do so. It could be particularly disadvantageous for the underlying fund if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. Because the JHVIT Lifestyle PS Series bear their proportionate share of the transaction costs of the underlying funds, increased underlying fund expenses may indirectly negatively affect the performance of the JHVIT Lifestyle PS Series.

Principal risks of investing in the underlying funds

The principal risks of investing in the Underlying Funds include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

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

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions. The securities of growth companies are subject to greater price fluctuations than other types of stocks because their market prices tend to place greater emphasis on future earnings expectations. The securities of value companies are subject to the risk that the companies may not overcome adverse business developments or other factors causing their securities to be underpriced or that the market may never come to recognize their fundamental value.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

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Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable

 

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insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index 1 represents 40% of the S&P 500 Index and 60% of the Barclays U.S. Aggregate Bond Index.

The Combined Index 2 represents 28% of the Russell 3000 Index, 12% of the MSCI EAFE Index, and 60% of the Barclays U.S. Aggregrate Bond Index.

Calendar year total returns for Series II (%)



Best quarter: Q1 '12, 5.90%

Worst quarter: Q2 '12, –0.94%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

Inception

Date of Inception

Series I

5.91

6.14

04/29/2011

Series II

5.61

6.06

04/29/2011

Series NAV

5.88

6.15

04/29/2011

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

13.69

14.37

04/29/2011

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

5.97

3.84

04/29/2011

Combined Index 1 (reflects no deduction for fees, expenses, or taxes)

9.07

8.13

04/29/2011

Combined Index 2 (reflects no deduction for fees, expenses, or taxes)

6.54

6.76

04/29/2011

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2011

Marcelle Daher, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Steve Medina, CFA
Senior Managing Director and Senior Portfolio Manager; John Hancock Asset Management
a division of Manulife Asset Management
(US) LLC
Managed fund since 2011

Nathan Thooft, CFA
Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Mid Cap Index Trust 

Investment objective

Seeks to approximate the aggregate total return of a mid cap U.S. domestic equity market index.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.47

0.47

0.47

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.56

0.76

0.51

Contractual expense reimbursement  1

– 0.10

– 0.10

– 0.10

Total annual fund operating expenses after expense reimbursements

0.46

0.66

0.41

1

The advisor has contractually agreed to waive its management fee by 0.10% as a percentage of the fund's average annual net assets. The current expense limitation agreement expires on April 30, 2016, unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

47

67

42

3 years

169

233

153

5 years

303

413

275

10 years

692

933

631

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 14% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in: (a) the common stocks that are included in the S&P MidCap 400 Index; and (b) securities (which may or may not be included in the S&P MidCap 400 Index) that the subadvisor believes as a group will behave in a manner similar to the index. As of February 28, 2015, the market capitalizations of companies included in the S&P MidCap 400 Index ranged from $1 billion to $16.7 billion.

An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indexes may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. In contrast to actively managed funds, which seek to outperform their respective benchmark indexes through research and analysis, index funds are passively managed funds that seek to mirror the performance of their target indexes, minimizing performance differences over time. The fund attempts to match the performance of the S&P MidCap 400 Index by: (a) holding all, or a representative sample, of the securities that comprise that index; and/or (b) by holding securities (which may or may not be included in the index) that the subadvisor believes as a group will behave in a manner similar to the index. However, the fund has operating expenses and transaction costs, while a market index does not. Therefore, the fund, while it attempts to track its target index closely, typically will be unable to match the performance of the target index exactly. The composition of an index changes from time to time, and the subadvisor will reflect those changes in the composition of the fund's portfolio as soon as practicable.

The fund may invest in index futures for the purposes of replicating an index and Depositary Receipts.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 20.00%

Worst quarter: Q4 '08, –25.65%

 

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Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

9.35

16.04

9.23

05/02/2000

Series II

9.12

15.83

9.01

01/28/2002

Series NAV

9.40

16.12

9.29

04/29/2005

S&P MidCap 400 Index (reflects no deduction for fees, expenses, or taxes)

9.77

16.54

9.71

05/02/2000

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Brett Hryb, CFA
Managing Director and Senior Portfolio Manager
Managed fund since 2014

Ashikhusein Shahpurwala, CFA
Senior Portfolio Manager
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Mid Cap Stock Trust 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.83

0.83

0.83

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.92

1.12

0.87

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

94

114

89

3 years

293

356

278

5 years

509

617

482

10 years

1,131

1,363

1,073

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 103% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of medium-sized companies with significant capital appreciation potential. For the fund, "medium-sized companies" are those with market capitalizations within the collective market capitalization range of companies represented in either the Russell Midcap Index ($244.2 million to $35 billion as of February 28, 2015) or the S&P MidCap 400 Index ($1 billion to $16.7 billion as of February 28, 2015).

The subadvisor's investment approach is based primarily on proprietary fundamental analysis. Fundamental analysis involves the assessment of a company through such factors as its business environment, management, balance sheet, income statement, anticipated earnings, revenues and other related measures of value. In analyzing companies for investment, the subadvisor looks for, among other things, a strong balance sheet, strong earnings growth, attractive industry dynamics, strong competitive advantages (e.g., strong management teams), and attractive relative value within the context of a security's primary trading market. Securities are sold when the investment has achieved its intended purpose, or because it is no longer considered attractive. The fund may invest up to 25% of its total assets in foreign securities, including emerging market securities.

The fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

 

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Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 20.00%

Worst quarter: Q4 '08, –25.36%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

8.02

15.08

9.13

05/01/1999

Series II

7.82

14.85

8.92

01/28/2002

Series NAV

8.12

15.14

9.20

02/28/2005

Russell Midcap Growth Index (reflects no deduction for fees, expenses, or taxes)

11.90

16.94

9.43

05/01/1999

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Wellington Management Company LLP

Portfolio management

 

Michael T. Carmen, CFA
Senior Managing Director and Equity Portfolio
Manager
Managed fund since 1999

Mario E. Abularach, CFA
Senior Managing Director and Equity Research Analyst
Managed fund since 2006

Stephen Mortimer
Senior Managing Director and Equity Portfolio Manager
Managed fund since 2010

 

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Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Mid Value Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.95

0.95

0.95

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Acquired fund fees and expenses  1

0.01

0.01

0.01

Total annual fund operating expenses  2

1.05

1.25

1.00

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

107

127

102

3 years

334

397

318

5 years

579

686

552

10 years

1,283

1,511

1,225

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 32% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in companies with market capitalizations that are within the Russell Midcap Value Index ($244.2 million to $34.7 billion as of February 28, 2015). The fund invests in a diversified mix of common stocks of mid-size U.S. companies that are believed to be undervalued by various measures and offer good prospects for capital appreciation.

The subadvisor employs a value approach in selecting investments. The subadvisor's in-house research team seeks to identify companies whose stock prices do not appear to reflect their underlying values. The subadvisor generally looks for companies with one or more of the following characteristics:

Low stock prices relative to net assets, earnings, cash flow, sales, book value, or private market value;

Demonstrated or potentially attractive operating margins, profits and/or cash flow;

Sound balance sheets;

Stock ownership by management/employees; or

Experienced and capable management.

The fund's sector exposure is broadly diversified as a result of stock selection and therefore may vary significantly from its benchmark, the Russell Midcap Value Index. The market capitalization of companies held by the fund and included in the indices changes over time. The fund will not automatically sell or cease to purchase stock of a company it already owns just because the company's market capitalization grows or falls outside these ranges.

The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.

 

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In pursuing the fund's investment objective, the subadvisor has the discretion to deviate from its normal investment criteria, as described above, and purchase securities that the subadvisor believes will provide an opportunity for substantial appreciation. These situations might arise when the subadvisor believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, a new product introduction or innovation or a favorable competitive development.

The fund may invest in IPOs. While most assets will be invested in U.S. common stocks, the fund may purchase other types of securities, for example: convertible securities and warrants, foreign securities (up to 20% of total assets), certain exchange-traded funds (ETFs), and certain derivatives (investments whose value is based on indices or other securities). For purposes of the fund, ETFs are considered securities with a market capitalization equal to the weighted average market capitalization of the basket of securities comprising the ETF.

The fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below (or even relatively nominal) rates.

Except when engaged in temporary defensive investing, the fund normally has less than 10% of its assets in cash and cash equivalents.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

 

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Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. For periods prior to the inception date of the fund, performance shown is the actual performance of the sole share class of the fund's predecessor fund and has not been adjusted to reflect the Rule 12b-1 fees of any class of shares. As a result, pre-inception performance of the fund may be higher than if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 23.21%

Worst quarter: Q4 '08, –23.60%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

10.60

13.92

9.06

04/29/2005

Series II

10.39

13.68

8.84

04/29/2005

Series NAV

10.70

13.98

9.09

05/01/1998

Russell Midcap Value Index (reflects no deduction for fees, expenses, or taxes)

14.75

17.43

9.43

05/01/1998

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor T. Rowe Price Associates, Inc.

Portfolio management

 

David J. Wallack
Vice President
Managed fund since 2004

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Money Market Trust 

Investment objective

To obtain maximum current income consistent with preservation of principal and liquidity.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.48

0.48

0.48

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03  1

Total annual fund operating expenses

0.56

0.76

0.51

1

"Other expenses" have been estimated for the first year of operations of the fund's Series NAV shares.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

57

78

52

3 years

179

243

164

5 years

313

422

285

10 years

701

942

640

Principal investment strategies

Under normal market conditions, the fund invests in high quality, U.S. dollar-denominated money market instruments.

The subadvisor may invest the fund's assets in high quality, U.S. dollar-denominated money market instruments of the following types:

obligations issued or guaranteed as to principal and interest by the U.S. Government, or any agency or authority controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by Congress ("U.S. Government Securities"), or obligations of foreign governments including those issued or guaranteed as to principal or interest by the Government of Canada, the government of any province of Canada, or any Canadian or provincial Crown agency (any foreign obligation acquired by the fund must be payable in U.S. dollars);

certificates of deposit, bank notes, time deposits, Eurodollars, Yankee obligations and bankers' acceptances of U.S. banks, foreign branches of U.S. banks, foreign banks and U.S. savings and loan associations which at the date of investment have capital, surplus and undivided profits as of the date of their most recent published financial statements in excess of $100 million (or less than $100 million if the principal amount of such bank obligations is insured by the Federal Deposit Insurance Corporation or the Saving Association Insurance Fund);

commercial paper which at the date of investment is rated (or guaranteed by a company whose commercial paper is rated) within the two highest rating categories by any nationally recognized statistical rating organization (NRSRO) (such as "P-1" or "P-2" by Moody's or "A-1" or "A-2" by Standard & Poor's) or, if not rated, is issued by a company which the subadvisor acting pursuant to guidelines established by the fund's Board of Trustees, has determined to be of minimal credit risk and comparable quality. Securities in the highest rating category and their unrated equivalents are referred to as "First Tier" securities. Securities in the second-highest rating category and their equivalents are referred to as "Second Tier" securities;

corporate obligations maturing in 397 days or less which at the date of investment are rated in the highest rating category by any NRSRO (such as "Aaa" by Moody's or "AAA" by Standard & Poor's);

corporate obligations maturing in 45 days or less which at the date of investment are rated in the second highest rating category by any NRSRO (such as "Aa" by Moody's or "AA" by Standard & Poor's);

short-term obligations issued by state and local governmental issuers;

securities that have been structured to be eligible money market instruments such as participation interests in special purpose trusts that meet the quality and maturity requirements in whole or in part due to features for credit enhancement or for shortening effective maturity; and

repurchase agreements with respect to any of the foregoing obligations.

 

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Commercial paper may include variable amount master demand notes, which are obligations that permit investment of fluctuating amounts at varying rates of interest. Such notes are direct lending arrangements between the fund and the note issuer. The subadvisor monitors the creditworthiness of the note issuer and its earning power and cash flow. The subadvisor will also consider situations in which all holders of such notes would redeem at the same time. Variable amount master demand notes are redeemable on demand.

All of the fund's investments in First Tier securities will mature in 397 days or less and the fund's investments in Second Tier securities will mature in 45 days or less. The fund maintains a dollar-weighted average maturity of 60 days or less, and a dollarweighted average life of 120 days or less. Unlike the fund's weighted average maturity, the fund's weighted average life is calculated without reference to the re-set dates of variable rate debt obligations held by the fund. By limiting the maturity of its investments, the fund seeks to lessen the changes in the value of its assets caused by fluctuations in short-term interest rates. In addition, the fund invests only in securities which the fund's Board of Trustees determines to present minimal credit risks and which at the time of purchase are "eligible securities" as defined by Rule 2a-7 under the 1940 Act.

The fund may invest up to 20% of its total assets in any of the U.S. dollar-denominated foreign securities described above. The fund will not acquire any security if, after doing so, more than 5% of its total assets would be invested in illiquid securities. An "illiquid security" is a security that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the value ascribed to it by the fund. The fund may not invest more than 3% of its total assets in Second Tier securities or more than 0.50% in Second Tier securities of a single issuer. The fund is not authorized to enter into mortgage dollar rolls or warrants.

The fund seeks to maintain a stable net asset value ("NAV") per share of $1.00.

The fund generally expects to declare and pay dividends from net investment income on a daily basis on each share class as long as the income attributable to a class exceeds the expenses attributable to that class on each day. If class expenses exceed class income on any day, the fund will not pay a dividend on the class on that day and will resume paying dividends only when, on a future date, the accumulated net investment income of the class is positive. The fund has adopted this policy because, in the current investment environment of low interest rates, it may find that on any given day or on a number of consecutive days, its investment returns may be less than the expenses attributable to a class. For a more complete description of this policy, which can result in the fund not paying dividends on one or more classes for one or more periods that may be as short as a day or quite lengthy, see "General Information — Dividends" below. For a description of the allocation of expenses among fund share classes, see "Multiclass Pricing; Rule 12b-1 Plans" in the prospectus.

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

 

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Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q3 '06, 1.18%

Worst quarter: Q4 '14, 0.00%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

0.00

0.02

1.36

06/15/1985

Series II

0.00

0.02

1.26

01/28/2002

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Money Market Trust B 

Investment objective

To obtain maximum current income consistent with preservation of principal and liquidity.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   NAV

Management fee

0.50

Distribution and service (Rule 12b-1) fees

0.00

Other expenses

0.04

Total annual fund operating expenses

0.54

Contractual expense reimbursement  1

– 0.26

Total annual fund operating expenses after expense reimbursements

0.28

1

The advisor has agreed to waive its advisory fee (or, if necessary, reimburse expenses of the fund) in an amount so that the fund's annual operating expenses do not exceed its "Total annual fund operating expenses after expense reimbursements" as shown in the table above. A fund's "Total annual fund operating expenses" includes all of its operating expenses including advisory and Rule 12b-1 fees, but excludes taxes, brokerage commissions, interest, short dividends, acquired fund fees, litigation and indemnification expenses and extraordinary expenses of the fund not incurred in the ordinary course of the fund's business. The advisor's obligation to provide the expense cap will remain in effect until April 30, 2016 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   NAV

1 year

29

3 years

147

5 years

276

10 years

652

Principal investment strategies

Under normal market conditions, the fund invests in high quality, U.S. dollar-denominated money market instruments.

The subadvisor may invest the fund's assets in high quality, U.S. dollar-denominated money market instruments of the following types:

obligations issued or guaranteed as to principal and interest by the U.S. Government, or any agency or authority controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by Congress ("U.S. Government Securities"), or obligations of foreign governments including those issued or guaranteed as to principal or interest by the Government of Canada, the government of any province of Canada, or any Canadian or provincial Crown agency (any foreign obligation acquired by the fund must be payable in U.S. dollars);

certificates of deposit, bank notes, time deposits, Eurodollars, Yankee obligations and bankers' acceptances of U.S. banks, foreign branches of U.S. banks, foreign banks and U.S. savings and loan associations which at the date of investment have capital, surplus and undivided profits as of the date of their most recent published financial statements in excess of $100 million (or less than $100 million if the principal amount of such bank obligations is insured by the Federal Deposit Insurance Corporation or the Saving Association Insurance Fund);

commercial paper which at the date of investment is rated (or guaranteed by a company whose commercial paper is rated) within the two highest rating categories by any nationally recognized statistical rating organization (NRSRO) (such as "P-1" or "P-2" by Moody's or "A-1" or "A-2" by Standard & Poor's) or, if not rated, is issued by a company which the subadvisor acting pursuant to guidelines established by the fund's Board of Trustees, has determined to be of minimal credit risk and comparable quality. Securities in the highest rating category and their unrated equivalents are referred to as "First Tier" securities. Securities in the second-highest rating category and their equivalents are referred to as "Second Tier" securities;

corporate obligations maturing in 397 days or less which at the date of investment are rated in the highest rating category by any NRSRO (such as "Aaa" by Moody's or "AAA" by Standard & Poor's);

corporate obligations maturing in 45 days or less which at the date of investment are rated in the second highest rating category by any NRSRO (such as "Aa" by Moody's or "AA" by Standard & Poor's);

 

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short-term obligations issued by state and local governmental issuers;

securities that have been structured to be eligible money market instruments such as participation interests in special purpose trusts that meet the quality and maturity requirements in whole or in part due to features for credit enhancement or for shortening effective maturity; and

repurchase agreements with respect to any of the foregoing obligations.

Commercial paper may include variable amount master demand notes, which are obligations that permit investment of fluctuating amounts at varying rates of interest. Such notes are direct lending arrangements between the fund and the note issuer. The subadvisor monitors the creditworthiness of the note issuer and its earning power and cash flow. The subadvisor will also consider situations in which all holders of such notes would redeem at the same time. Variable amount master demand notes are redeemable on demand.

All of the fund's investments in First Tier securities will mature in 397 days or less and the fund's investments in Second Tier securities will mature in 45 days or less. The fund maintains a dollar-weighted average maturity of 60 days or less, and a dollarweighted average life of 120 days or less. Unlike the fund's weighted average maturity, the fund's weighted average life is calculated without reference to the re-set dates of variable rate debt obligations held by the fund. By limiting the maturity of its investments, the fund seeks to lessen the changes in the value of its assets caused by fluctuations in short-term interest rates. In addition, the fund invests only in securities which the fund's Board of Trustees determines to present minimal credit risks and which at the time of purchase are "eligible securities" as defined by Rule 2a-7 under the 1940 Act.

The fund may invest up to 20% of its total assets in any of the U.S. dollar-denominated foreign securities described above. The fund will not acquire any security if, after doing so, more than 5% of its total assets would be invested in illiquid securities. An "illiquid security" is a security that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the value ascribed to it by the fund. The fund may not invest more than 3% of its total assets in Second Tier securities or more than 0.50% in Second Tier securities of a single issuer. The fund is not authorized to enter into mortgage dollar rolls or warrants.

The fund seeks to maintain a stable net asset value ("NAV") per share of $1.00.

The fund generally expects to declare and pay dividends from net investment income on a daily basis on each share class as long as the income attributable to a class exceeds the expenses attributable to that class on each day. If class expenses exceed class income on any day, the fund will not pay a dividend on the class on that day and will resume paying dividends only when, on a future date, the accumulated net investment income of the class is positive. The fund has adopted this policy because, in the current investment environment of low interest rates, it may find that on any given day or on a number of consecutive days, its investment returns may be less than the expenses attributable to a class. For a more complete description of this policy, which can result in the fund not paying dividends on one or more classes for one or more periods that may be as short as a day or quite lengthy, see "General Information — Dividends" below. For a description of the allocation of expenses among fund share classes, see "Multiclass Pricing; Rule 12b-1 Plans" in the prospectus.

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

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Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Past performance

For periods prior to the inception date of the fund, performance shown is the actual performance of the sole share class of the fund's predecessor fund. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q3 '06, 1.25%

Worst quarter: Q4 '14, 0.00%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series NAV

0.00

0.04

1.51

03/28/1986

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Mutual Shares Trust 

Investment objective

To seek capital appreciation, which may occasionally be short-term. Income is a secondary objective.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.94

0.94

0.94

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03  1

0.03  2

0.03  1

Total annual fund operating expenses

1.02

1.22

0.97

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

2

"Other expenses" have been estimated for the first year of operations of the fund's Series II shares.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

104

124

99

3 years

325

387

309

5 years

563

670

536

10 years

1,248

1,477

1,190

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 19% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests primarily in equity securities (including convertible securities or securities the subadvisor expects to be exchanged for common or preferred stock) of companies of any nation that the subadvisor believes are available at market prices less than their value based on certain recognized or objective criteria (intrinsic value).

Following this value-oriented strategy, the fund invests primarily in:

Undervalued Securities . Securities the subadvisor believes are trading at a discount to intrinsic value.

And, to a lesser extent, the fund also invests in:

Merger Arbitrage Securities and Distressed Companies . A merger or other restructuring, or a tender or exchange offer, proposed or pending at the time the fund invests in merger arbitrage securities may not be completed on the terms or within the time frame contemplated, which may result in losses to the fund. Debt obligations of distressed companies typically are unrated, lower-rated, in default or close to default and are generally more likely to become worthless than the securities of more financially stable companies.

In pursuit of its value-oriented strategy, the fund is not limited to pre-set maximums or minimums governing the size of the companies in which it may invest. However, as a general rule, the fund invests the equity portion of its portfolio primarily to predominantly in companies with market capitalizations (share price multiplied by the number of shares of common stock outstanding) greater than $5 billion, with a portion to significant amount in smaller companies. The fund may invest up to 35% of its assets in foreign securities including sovereign debt and participations in foreign government debt.

The fund's investments in distressed companies typically involve the purchase of bank debt, lower-rated or defaulted debt securities, comparable unrated debt securities or other indebtedness (or participations in the indebtedness) of such companies. Such other indebtedness generally represents a specific commercial loan or portion of a loan made to a company by a financial institution such as a bank. Loan participations represent fractional

 

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interests in a company's indebtedness and are generally made available by banks or other institutional investors. By purchasing all or a part of a company's direct indebtedness, the fund, in effect, steps into the shoes of the lender. If the loan is secured, the fund will have a priority claim to the assets of the company ahead of unsecured creditors and stockholders. The fund generally makes such investments to achieve capital appreciation rather than to seek income. The fund may also engage from time to time in an "arbitrage" strategy. When engaging in an arbitrage strategy, a fund typically buys one security while at the same time selling short another security. Such fund generally buys the security that the manager believes is either cheap relative to the price of the other security or otherwise undervalued, and sell short the security that the manager believes is either expensive relative to the price of the other security or otherwise overvalued. In doing so, a fund attempts to profit from a perceived relationship between the values of the two securities. The fund generally engages in an arbitrage strategy in connection with an announced corporate restructuring, such as a merger, acquisition or tender offer, or other corporate action or event.

The subadvisor employs a research driven, fundamental value strategy for the fund. In choosing equity investments, the subadvisor focuses on the market price of a company's securities relative to the subadvisor's own evaluation of the company's asset value, including an analysis of book value, cash flow potential, long-term earnings and multiples of earnings. Similarly, debt securities and other indebtedness, including loan participations, are generally selected based on the subadvisor's own analysis of the security's intrinsic value rather than the coupon rate or rating of the security. The subadvisor examines each investment separately and there are no set criteria as to specific value parameters, asset size, earnings or industry type.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Arbitrage securities and distressed companies risk. A merger or other restructuring, or a tender or exchange offer, proposed or pending at the time a fund invests in risk arbitrage securities may not be completed on the terms contemplated, resulting in losses to the fund.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Distressed investments risk. Many distressed investments, including loans, loan participations, bonds, notes, and nonperforming and sub-performing mortgage loans, are not publicly traded and may involve a substantial degree of risk.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

 

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

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

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 17.31%

Worst quarter: Q4 '08, –21.42%

 

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Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

7.21

11.64

3.58

01/28/2008

Series NAV

7.34

11.68

3.62

05/01/2007

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

13.69

15.45

6.67

05/01/2007

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Franklin Mutual Advisers, LLC

Portfolio management

 

Peter Langerman
Chairman, President and Chief Executive Officer
Managed fund since 2007

F. David Segal, CFA
Co-Portfolio Manager
Managed fund since 2007

Deborah A. Turner, CFA
Assistant Portfolio Manager
Managed fund since 2007

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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New Income Trust 

Investment objective

To seek a high level of current income consistent with the preservation of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee  1

0.55

0.55

0.55

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.02  2

0.02  3

0.02  4

Total annual fund operating expenses

0.62

0.82

0.57

1

"Management fee" has been restated to reflect the contractual management fee schedule effective July 1, 2014.

2

"Other expenses" have been estimated for the first year of operations of the fund's Series I shares.

3

"Other expenses" have been estimated for the first year of operations of the fund's Series II shares.

4

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

63

84

58

3 years

199

262

183

5 years

346

455

318

10 years

774

1,014

714

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 54% of the average value of its portfolio.

Principal investment strategies

The fund will invest at least 80% of its total assets in income-producing securities, which may include, but not limited to, U.S. government and agency obligations, mortgage- and asset-backed securities, corporate bonds, foreign securities (up to 10% of total assets) including emerging markets, collateralized mortgage obligations (CMOs), Treasury inflation protected securities, and other securities, including, on occasion, equities.

Eighty percent (80%) of the debt securities purchased by the fund will be rated investment grade (AAA, AA, A, BBB, or equivalent) by each of the major credit rating agencies (Standard & Poor's, Moody's, and Fitch) that have assigned a rating to the security or if the security is unrated, be deemed to be of investment-grade quality by T. Rowe Price. Up to 15% of the fund's total assets may be invested in "split-rated securities," or those rated investment grade by at least one rating agency but below investment grade by others.

In addition, the fund may invest up to 5% of its total assets in below investment grade securities (commonly known as "junk bonds"). The fund has considerable flexibility in seeking high yield securities. There are no maturity restrictions, so the fund can purchase longer-term bonds, which tend to have higher yields than shorter-term issues. However, the portfolio's weighted average maturity is expected to be between four and fifteen years. In addition, when there is a large yield difference between the various quality levels, the fund may move down the credit scale and purchase lower-rated bonds with higher yields. When the difference is small or the outlook warrants, the fund may concentrate investments in higher-rated issues.

In keeping with the fund's investment objective, it may also invest in other securities, and use futures, options, swaps and foreign currency forward contracts.

The fund may sell holdings for a variety of reasons, such as to adjust the portfolio's average maturity, duration, or credit quality or to shift assets into and out of higher yielding or lower yielding securities or different sectors.

 

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Active management of the portfolio can result in bonds being sold at gains or losses. However, over the long term, the fund seeks to achieve its objective by investing primarily in income-producing securities that possess what the subadvisor believes are favorable total return (income plus changes in principal) characteristics.

In pursuing its investment strategy, the subadvisor has the discretion to purchase some securities that do not meet the fund's normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These situations might arise when the subadvisor believes a security could increase in value for a variety of reasons, including a change in management, a debt restructuring or other extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

The fund may also hold a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. dollar- and foreign currencydenominated money market securities, including repurchase agreements, rated in the two highest rating categories or equivalent ratings as determined by the subadvisor, maturing in one year or less. The fund may invest cash reserves in U.S. dollars and foreign currencies.

The fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below (or even relatively nominal) rates.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk" including, without limitation, investing in foreign currency forward contracts, foreign currency swaps, futures contracts and options.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

 

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

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future. Effective May 3, 2010, the fund changed its investment polices to reduce exposure to equities, high yield and foreign bonds.

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 9.13%

Worst quarter: Q4 '08, –5.13%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series NAV

5.83

4.44

4.86

10/24/2005

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

5.97

4.45

4.96

10/24/2005

 

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Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor T. Rowe Price Associates, Inc.

Portfolio management

 

Daniel O. Shackelford
Vice President
Managed fund since 2010

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Real Estate Securities Trust 

Investment objective

To seek to achieve a combination of long-term capital appreciation and current income.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.70

0.70

0.70

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.79

0.99

0.74

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

81

101

76

3 years

252

315

237

5 years

439

547

411

10 years

978

1,213

918

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 131% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of real estate investment trusts ("REITs") and real estate companies. Equity securities include common stock, preferred stock and securities convertible into common stock.

A company is considered to be a real estate company if, in the opinion of the subadvisor, at least 50% of its revenues or 50% of the market value of its assets at the time its securities are purchased by the fund are attributed to the ownership, construction, management or sale of real estate.

The subadvisor looks for real estate securities it believes will provide superior returns to the fund, and attempts to focus on companies with the potential for stock price appreciation and a record of paying dividends.

To find these issuers, the subadvisor tracks economic conditions and real estate market performance in major metropolitan areas and analyzes performance of various property types within those regions. To perform this analysis, it uses information from a nationwide network of real estate professionals to evaluate the holdings of real estate companies and REITs in which the fund may invest. Its analysis also includes the companies' management structure, financial structure and business strategy. The goal of these analyses is to determine which of the issuers the subadvisor believes will be the most profitable to the fund. The subadvisor also considers the effect of the real estate securities markets in general when making investment decisions. The subadvisor does not attempt to time the market.

A REIT invests primarily in income-producing real estate or makes loans to persons involved in the real estate industry.

Some REITs, called equity REITs, buy real estate and pay investors income from the rents received from the real estate owned by the REIT and from any profits on the sale of its properties. Other REITs, called mortgage REITs, lend money to building developers and other real estate companies and pay investors income from the interest paid on those loans. There are also hybrid REITs which engage in both owning real estate and making loans.

If a REIT meets certain requirements, it is not taxed on the income it distributes to its investors.

 

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The fund may realize some short-term gains or losses if the subadvisor chooses to sell a security because it believes that one or more of the following is true:

A security is not fulfilling its investment purpose;

A security has reached its optimum valuation; or

A particular company or general economic conditions have changed.

Based on its recent practices, the subadvisor expects that the fund's assets will be invested primarily in equity REITs. In changing market conditions, the fund may invest in other types of REITs.

When the subadvisor believes that it is prudent, the fund may invest a portion of its assets in other types of securities. These securities may include convertible securities, short-term securities, bonds, notes, securities of companies not principally engaged in the real estate industry, non-leveraged stock index futures contracts and other similar securities. (Stock index futures contracts, can help the fund's cash assets remain liquid while performing more like stocks.)

The fund may invest up to 10% of its total assets in securities of foreign real estate companies.

The fund is non-diversified, which means that it may invest its assets in a smaller number of issuers than a diversified fund.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Non-diversified risk. Overall risk can be reduced by investing in securities from a diversified pool of issuers and is increased by investing in securities of a small number of issuers. Investments in a non-diversified fund may magnify the fund's losses from adverse events affecting a particular issuer.

 

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Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 32.43%

Worst quarter: Q4 '08, –39.92%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

31.73

16.89

8.41

04/30/1987

Series II

31.52

16.65

8.20

01/28/2002

Series NAV

31.75

16.95

8.47

02/28/2005

MSCI U.S. REIT Index (gross of foreign withholding taxes on dividends) (reflects no deduction for fees, expenses, or taxes)

30.38

17.05

8.31

04/30/1987

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Deutsche Investment Management Americas Inc.
Sub-Subadvisor RREEF America L.L.C.

Portfolio management

 

Joseph D. Fisher, CFA
Director; Co-Lead Portfolio Manager
Managed fund since 2013

John F. Robertson, CFA
Managing Director, Global Head of Liquid Real Assets
Managed fund since 1997

John W. Vojticek
Managing Director, CIO of Liquid Real Assets
Managed fund since 1996

David W. Zonavetch, CPA
Director; Co-Lead Portfolio Manager
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Real Return Bond Trust 

Investment objective

To seek maximum real return, consistent with preservation of real capital and prudent investment management.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.70

0.70

0.70

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.25

0.25

0.25

Total annual fund operating expenses

1.00

1.20

0.95

1

"Other expenses" reflect interest expense resulting from the fund's use of certain investments such as reverse repurchase agreements or sale-buybacks. Such expense is required to be treated as a fund expense for accounting purposes. Any interest expense amount will vary based on the fund's use of those investments as an investment strategy. Had these expenses been excluded, "Other expenses" would have been 0.14%.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

102

122

97

3 years

318

381

303

5 years

552

660

525

10 years

1,225

1,455

1,166

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 122% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus borrowings for investment purposes) in inflation-indexed bonds of varying maturities issued by the U.S. and foreign governments, their agencies or instrumentalities and corporations, which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements.

Inflation-indexed bonds are fixed-income securities that are structured to provide protection against inflation. The value of the bond's principal or the interest income paid on the bond is adjusted to track changes in an official inflation measure. The U.S. Treasury uses the Consumer Price Index for Urban Consumers as the inflation measure. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. "Real return" equals total return less the estimated cost of inflation, which is typically measured by the change in an official inflation measure.

The types of fixed-income securities in which the fund may invest include the following securities which, unless otherwise noted, may be issued by domestic or foreign issuers and may be denominated in U.S. dollars or foreign currencies:

securities issued or guaranteed by the U.S. government, its agencies or government-sponsored enterprises;

corporate debt securities of U.S. and foreign issuers, including convertible securities and corporate commercial paper;

mortgage-backed and other asset-backed securities;

inflation-indexed bonds issued by both governments and corporations;

structured notes, including hybrid or "indexed" securities and event-linked bonds;

bank capital and trust preferred securities;

loan participations and assignments;

delayed funding loans and revolving credit facilities;

 

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bank certificates of deposit, fixed time deposits and bankers' acceptances;

debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

repurchase agreements and reverse repurchase agreements;

obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises; and

obligations of international agencies or supranational entities.

Fixed-income securities may have fixed, variable, or floating rates of interest, including rates of interest that vary inversely at a multiple of a designated or floating rate, or that vary according to change in relative values of currencies.

The fund invests primarily in investment-grade securities, but may invest up to 10% of its total assets in high yield securities ("junk bonds") rated B or higher by Moody's or equivalently rated by S&P or Fitch, or, if unrated, determined by the subadvisor to be of comparable quality. The fund may also invest up to 30% of its total assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The fund may invest in baskets of foreign currencies (such as the Euro) and direct currency. The fund will normally limit its foreign currency exposure (from foreign dollardenominated securities or foreign currencies) to 20% of its total assets. The fund may invest up to 10% of its total assets in securities and instruments that are economically tied to emerging market countries (this limitation does not apply to investment grade sovereign debt denominated in the local currency with less than 1 year remaining to maturity). The effective duration of this fund normally varies within three years (plus or minus) of the duration of the benchmark, as calculated by the subadvisor.

The fund may invest up to 10% of its total assets in preferred stocks.

The fund may also lend its portfolio securities to brokers, dealers and other financial institutions to earn income. The fund may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls).

The fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

The fund may make short sales of a security including short sales "against the box."

The fund may:

purchase and sell options on domestic and foreign securities, securities indexes and currencies,

purchase and sell futures and options on futures,

purchase and sell currency or securities on a forward basis, and

enter into interest rate, index, equity, total return, currency, and credit default swap agreements.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

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

Inverse floating-rate securities. Liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, issuer risk, and risk of disproportionate loss are the principal risks of engaging in transactions involving inverse floating-rate securities.

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

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q1 '09, 6.26%

Worst quarter: Q2 '13, –8.36%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

4.77

4.75

4.25

05/05/2003

Series II

4.53

4.56

4.03

05/05/2003

Series NAV

4.88

4.81

4.28

02/28/2005

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

3.64

4.11

4.37

05/05/2003

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Pacific Investment Management Company LLC

Portfolio management

 

Jeremie Banet
Executive Vice President and Portfolio Manager
Managed fund since 2015

Mihir Worah
Managing Director and Portfolio Manager
Managed fund since 2008

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Science & Technology Trust 

Investment objective

To seek long-term growth of capital. Current income is incidental to the fund's objective.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

1.02

1.02

1.02

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.03

0.03

0.03

Total annual fund operating expenses

1.10

1.30

1.05

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

112

132

107

3 years

350

412

334

5 years

606

713

579

10 years

1,340

1,568

1,283

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 100% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in the common stocks of companies expected to benefit from the development, and/or use of science and/or technology. For purposes of satisfying this requirement, common stock may include equity-linked notes and derivatives relating to common stocks, such as options on equity-linked notes.

The fund employs a multi-manager approach with two subadvisors, each of which employs its own investment approach and independently manages its portion of the fund. The fund will be rebalanced periodically so that the subadvisors manage the following portions of the fund:

50%* T. Rowe Price Associates, Inc. ("T. Rowe Price")

50%* Allianz Global Investors U.S. LLC ("AllianzGI US") 

* Percentages are approximate. Since the fund is only rebalanced periodically, the actual portion of the fund managed by each subadvisor will vary.

This allocation methodology may change in the future.

Some industries likely to be represented in the fund include:

information technology including hardware, software, semiconductors and technology equipment

telecommunications equipment and services

media including advertising, broadcasting, cable and satellite, movies, entertainment, publishing and information services

environmental services

internet commerce and advertising

life sciences and health care, including pharmaceuticals, health care equipment and services, and biotechnology

chemicals and synthetic materials

 

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defense and aerospace

alternative energy

While most of the fund's assets are invested in U.S. common stocks, the fund may also purchase other types of securities, including U.S. dollar- and foreign currency-denominated foreign securities, convertible stocks and bonds, and warrants, and use futures and options, in keeping with the fund's investment objectives.

Stock selection for the fund generally reflects a growth approach based on an assessment of a company's fundamental prospects for above-average earnings, rather than on a company's size. As a result, fund holdings can range from securities of small companies developing new technologies to securities of blue chip firms with established track records. The fund may also invest in companies that are expected to benefit from technological advances even if they are not directly involved in research and development. The fund may invest in suitable companies through IPOs.

The fund holds a certain portion of its assets in money market reserves, which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. dollar- and foreign currency-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less. The fund may invest reserves in U.S. dollars and foreign currencies.

The fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

The fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below market (or even relatively nominal) rates.

In managing its portion of the fund, AllianzGI US may enter into short sales including short sales against the box.

In pursuing the fund's investment objective, each subadvisor has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when they perceive an unusual opportunity for gain. These special situations might arise when a subadvisor believes a security could increase in value for a variety of reasons including a change in management, an extraordinary corporate event, a new product introduction or a favorable competitive development.

The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

Equity-linked notes are subject to risks similar to those related to investing in the underlying securities. An equitylinked note is dependent on the individual credit of the note's issuer. Equity-linked notes often are privately placed and may not be rated. The secondary market for equity-linked notes may be limited.

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

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

 

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High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 23.51%

Worst quarter: Q4 '08, –25.14%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

12.89

15.52

9.25

01/01/1997

Series II

12.70

15.29

9.03

01/28/2002

Series NAV

12.95

15.58

9.30

04/29/2005

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

13.69

15.45

7.67

01/01/1997

Lipper Science and Technology Index (reflects no deduction for fees, expenses, or taxes)

12.26

14.31

8.51

01/01/1997

 

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Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Allianz Global Investors U.S. LLC
Subadvisor T. Rowe Price Associates, Inc.

Portfolio management

 

Walter C. Price, Jr., CFA
Managing Director, Senior Portfolio Manager; Allianz Global Investors U.S. LLC
Managed fund since 2006

Huachen Chen, CFA
Managing Director, Senior Portfolio Manager; Allianz Global Investors U.S. LLC
Managed fund since 2006

Ken Allen
Vice President: T. Rowe Price Associates, Inc.
Managed fund since 2009

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Short Term Government Income Trust 

Investment objective

To seek a high level of current income consistent with preservation of capital. Maintaining a stable share price is a secondary goal.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.56

0.56

0.56

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.05

0.05

0.05

Total annual fund operating expenses

0.66

0.86

0.61

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

67

88

62

3 years

211

274

195

5 years

368

477

340

10 years

822

1,061

762

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 46% of the average value of its portfolio.

Principal investment strategies

The fund seeks to achieve its investment objective by investing under normal circumstances at least 80% of its net assets in obligations issued or guaranteed by the U.S. government and its agencies, authorities or instrumentalities (U.S. government securities). Under normal circumstances, the fund's effective duration is no more than three years.

U.S. government securities may be supported by:

The full faith and credit of the United States government, such as Treasury bills, notes and bonds, and Government National Mortgage Association Certificates.

The right of the issuer to borrow from the U.S. Treasury, such as obligations of the Federal Home Loan Mortgage Corporation.

The credit of the instrumentality, such as obligations of the Federal National Mortgage Association.

The fund may invest in higher-risk securities, including U.S. dollar-denominated foreign government securities and assetbacked securities. It may also invest up to 10% of its net assets in foreign governmental high yield securities (junk bonds) rated as low as B and their unrated equivalents.

In managing the portfolio of the fund, the subadvisor considers interest rate trends to determine which types of bonds to emphasize at a given time. The fund typically favors mortgage-related securities when it anticipates that interest rates will be relatively stable, and favors U.S. Treasuries at other times. Because high yield bonds often respond to market movements differently from U.S. government bonds, the fund may use them to manage volatility.

The fund may invest in mortgage-related securities and Treasury futures to protect against adverse changes and manage risks.

The fund may invest in other investment companies, including exchange traded funds ("ETFs"), and engage in short sales.

Under normal circumstances, the fund's effective duration is no more than three years which means that the fund may purchase securities with a duration of greater than three years, as long as the fund's average duration does not exceed three years.

The fund may trade securities actively which could increase transaction costs (thus lowering performance).

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series NAV (%)



Best quarter: Q2 '10, 1.87%

Worst quarter: Q2 '13, –1.24%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

1.15

1.49

1.57

04/30/2010

Series II

0.94

1.30

1.41

04/30/2010

Series NAV

1.20

1.54

1.61

01/02/2009

Barclays U.S. Government 1-5 Year Index (reflects no deduction for fees, expenses, or taxes)

1.18

1.75

1.62

01/02/2009

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Portfolio management

 

Howard C. Greene
Senior Vice President
Managed fund since 2008

Jeffrey N. Given
Vice President
Managed fund since 2008

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Small Cap Growth Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee  1

1.04

1.04

1.04

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

1.13

1.33

1.08

1

"Management fee" has been restated to reflect the contractual management fee schedule effective July 1, 2014.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

115

135

110

3 years

359

421

343

5 years

622

729

595

10 years

1,375

1,601

1,317

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 83% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in small-cap companies. For the purposes of the fund, "small cap companies" are those with market capitalizations, at the time of investment, not exceeding the maximum market capitalization of any company represented in either the Russell 2000 Index ($10.3 billion as of February 28, 2015) or the S&P SmallCap 600 Index ($3.9 billion as of February 28, 2015).

The fund invests in small-cap companies that are believed to offer above-average potential for growth in revenues and earnings. Market capitalizations of companies in the indices change over time; however, the fund will not sell a security just because a company has grown to a market capitalization outside the maximum range of the indices.

The subadvisor selects stocks using a combination of quantitative screens and bottom-up, fundamental security research. Quantitative screening seeks to narrow the list of small capitalization companies and to identify a group of companies with strong revenue growth and accelerating earnings. Fundamental equity research seeks to identify individual companies from that group with a higher potential for earnings growth and capital appreciation.

The subadvisor looks for companies based on a combination of criteria including one or more of the following:

Improving market shares and positive financial trends;

Superior management with significant equity ownership; and

Attractive valuations relative to earnings growth outlook.

The fund is likely to experience periods of higher turnover in portfolio securities because the subadvisor frequently adjusts the selection of companies and/or their position size based on these criteria. The fund's sector exposures are broadly diversified, but are primarily a result of stock selection and therefore may vary significantly from its benchmark. The fund may invest up to 25% of its total assets in foreign securities, including emerging market securities. The fund may invest significantly in the information technology sector.

 

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Except as otherwise stated under "Additional Information About the Funds — Temporary Defensive Investing," the fund normally has 10% or less (usually lower) of its total assets in cash and cash equivalents.

The fund may invest in Initial Public Offerings (IPOs). The fund may also purchase each of the following types of securities:

U.S dollar-denominated foreign securities and certain exchange-traded funds (ETFs).

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Information technology risk. The information technology sector can be significantly affected by rapid obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, government regulation, and general economic conditions.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. For periods prior to the inception of the fund, performance shown for each share class is the actual performance of the sole share class of the fund's predecessor fund. This pre-inception performance for each of the Series I and Series II share classes has not been adjusted to reflect the Rule 12b-1 fees of that class and would be lower if it did. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 19.13%

Worst quarter: Q4 '08, –24.23%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

7.57

15.48

9.72

04/29/2005

Series II

7.34

15.23

9.50

04/29/2005

Series NAV

7.60

15.53

9.77

04/29/2005

Russell 2000 Growth Index (reflects no deduction for fees, expenses, or taxes)

5.60

16.80

8.54

04/29/2005

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Wellington Management Company LLP

Portfolio management

 

Steven C. Angeli, CFA
Senior Managing Director and Equity Portfolio Manager
Managed fund since 2003

Mario E. Abularach, CFA
Senior Managing Director and Equity Research Analyst
Managed fund since 2006

Stephen Mortimer
Senior Managing Director and Equity Portfolio Manager
Managed fund since 2006.

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Small Cap Index Trust 

Investment objective

Seeks to approximate the aggregate total return of a small cap U.S. domestic equity market index.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.49

0.49

0.49

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Acquired fund fees and expenses  1

0.06

0.06

0.06

Total annual fund operating expenses  2

0.63

0.83

0.58

Contractual expense reimbursement  3

– 0.05

– 0.05

– 0.05

Total annual fund operating expenses after expense reimbursements

0.58

0.78

0.53

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

3

The advisor has contractually agreed to waive its management fee by 0.05% as a percentage of the fund's average annual net assets. The current expense limitation agreement expires on April 30, 2016, unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

59

80

54

3 years

197

260

181

5 years

346

456

319

10 years

782

1,021

721

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 20% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in: (a) the common stocks that are included in the Russell 2000 Index; and (b) securities (which may or may not be included in the Russell 2000 Index) that the subadvisor believes as a group will behave in a manner similar to the index. As of February 28, 2015, the market capitalizations of companies included in the Russell 2000 Index ranged from $21 million to $10.3 billion.

An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indexes may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. In contrast to actively managed funds, which seek to outperform their respective benchmark indexes through research and analysis, index funds are passively managed funds that seek to mirror the performance of their target indexes, minimizing performance differences over time. The fund attempts to match the performance of the Russell 2000 Index by: (a) holding all, or a representative sample, of the securities that comprise that index; and/or (b) by holding securities (which may or may not be included in the index) that the subadvisor believes as a group will behave in a manner similar to the index. However, the fund has operating expenses and transaction costs, while a market index does not. Therefore, the fund, while it attempts to track its target index closely, typically will be unable to match the performance of the target index exactly. The composition of an index changes from time to time, and the subadvisor will reflect those changes in the composition of the fund's portfolio as soon as practicable.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 20.90%

Worst quarter: Q4 '08, –26.09%

 

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Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

4.59

15.22

7.38

05/02/2000

Series II

4.41

15.00

7.17

01/28/2002

Series NAV

4.71

15.30

7.44

04/29/2005

Russell 2000 Index (reflects no deduction for fees, expenses, or taxes)

4.89

15.55

7.77

05/02/2000

Investment management

Investment Advisor   John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Brett Hryb, CFA
Managing Director and Senior Portfolio Manager
Managed fund since 2014

Ashikhusein Shahpurwala, CFA
Senior Portfolio Manager
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Small Cap Opportunities Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

1.00

1.00

1.00

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.04

0.04

0.04

Acquired fund fees and expenses  2

0.01

0.01

0.01

Total annual fund operating expenses  3

1.10

1.30

1.05

Contractual expense reimbursement  4

– 0.09

– 0.09

– 0.09

Total annual fund operating expenses after expense reimbursements

1.01

1.21

0.96

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

2

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

3

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

4

The advisor has contractually agreed to waive its management fee so that the amount retained by the advisor after payment of the subadvisory fees for the fund does not exceed 0.45% of the fund's average net assets. The current expense limitation agreement expires on April 30, 2016, unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

103

123

98

3 years

341

403

325

5 years

597

704

571

10 years

1,332

1,560

1,274

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 40% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small-capitalization companies. The fund has two subadvisors: Invesco Advisers, Inc. ("Invesco") and Dimensional Fund Advisors LP ("Dimensional" or "DFA"). Each subadvisor's investment strategy is described below.

The fund will be rebalanced periodically so that the subadvisors manage the following portions of the fund:

50% Invesco

50% Dimensional

*Percentages are approximate. Since the fund is only rebalanced periodically, the actual portion of the fund managed by each subadvisor will vary.

Invesco

Invesco will manage its portion of the fund's assets (the "Invesco Subadvised Assets") as follows:

 

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Under normal market conditions, Invesco invests at least 80% of the Invesco Subadvised Assets (plus any borrowings for investment purposes) in equity securities, including convertible securities, of small-capitalization companies. Invesco considers small-capitalization companies to be those companies with market capitalizations, at the time of investment, no larger than the largest capitalized company included in the Russell 2000 Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. As of February 28, 2015, the capitalization of companies in the Russell 2000 Index range from less than $21 million to $10.3 billion.

The portfolio managers consider selling a security if the investment thesis for owning the security is no longer valid, the stock reaches its price target or timeliness factors indicate that the risk/return characteristics of the stock as viewed in the market are no longer attractive.

In selecting investments, Invesco utilizes a disciplined portfolio construction process that aligns the fund with the S&P SmallCap 600 Index, which Invesco believes represents the small cap core asset class. The security selection process is based on a three-step process that includes fundamental, valuation and timeliness analysis:

Fundamental analysis involves building a series of financial models (tools to analyze stock), as well as conducting in-depth interviews with company management. The goal is to find high quality, fundamentally sound companies operating in an attractive industry.

Valuation analysis focuses on identifying attractively valued securities given their growth potential over a one- to two-year horizon.

Timeliness analysis is used to help identify the "timeliness" of a purchase. In this step, relative price strength (the price of stock in comparison to the rest of the market), trading volume characteristics, and trend analysis (using past data to predict future movement of stock) are reviewed for signs of deterioration. If a stock shows signs of deterioration, it will not be considered as a candidate for the portfolio.

Invesco may invest up to 25% of the Invesco Subadvised Assets in foreign securities. The fund's investments in foreign securities may include direct investments in foreign currency-denominated securities traded outside of the U.S.

Dimensional

DFA will manage its portion of the fund's assets (the "DFA Subadvised Assets") as follows:

DFA generally will invest the DFA Subadvised Assets in a broad and diverse group of common stocks of small and mid cap companies traded on a U.S. national securities exchange or on the over-the counter market that DFA determines to be value stocks at the time of purchase. Securities are considered value stocks primarily because a company's shares have a high book value in relation to their market value. In assessing value, DFA may consider additional factors, such as price to cash flow or price-to-earnings ratios, as well as economic conditions and developments in the issuer's industry. The criteria DFA uses for assessing value are subject to change from time to time. As of the date of this Prospectus, DFA generally considers for investment companies whose market capitalizations are generally smaller than the 500th largest U.S. company. DFA uses a market capitalization weighted approach in weighing portfolio securities. See "Market Capitalization Weighted Approach" below. DFA does not intend to purchase or sell securities based on the prospects for the economy, the securities markets or the individual issuers whose shares are eligible for purchase.

DFA may sell portfolio securities when the issuer's market capitalization increases to a level that exceeds that of the issuer with the largest market capitalization that is then eligible for investment by the DFA Subadvised Assets. In addition, DFA may sell portfolio securities when their book-to-market ratios fall below those of the security with the lowest such ratio that is then eligible for purchase by the DFA Subadvised Assets. However, DFA may retain securities of issuers with relatively smaller market capitalizations for longer periods, despite a decrease in the issuers' book-to-market ratios.

The total market capitalization ranges, and the value criteria used by DFA for the DFA Subadvised Assets, as described above, generally apply at the time of purchase. DFA will not be required to dispose of a security if the security's issuer is no longer within the total market capitalization range or does not meet current value criteria. Similarly, DFA is not required to sell a security even if the decline in the market capitalization reflects a serious financial difficulty or potential or actual insolvency of the company. Securities that do meet the market capitalization and/or value criteria nevertheless may be sold at any time when, in DFA's judgment, circumstances warrant their sale.

DFA may use derivatives such as futures contracts and options on futures contracts, to adjust market exposure based on expected cash inflows to or outflows from the fund. The fund does not intend to use derivatives for purposes of speculation or leveraging investment returns. DFA may enter into futures contracts and options on futures contracts for U.S. equity securities and indices. DFA may also invest in ETFs and similarly structured pooled investments for the purpose of gaining exposure to the U.S. equity markets while maintaining liquidity.

Market Capitalization Weighted Approach

The strategy used by DFA in managing the DFA Subadvised Assets involves market capitalization weighting in determining individual security weights. Market capitalization weighting means each security is generally purchased based on the issuer's relative market capitalization. Market capitalization weighting may be adjusted by DFA for a variety of reasons. DFA may consider such factors as free float, momentum, liquidity management, and profitability, as well as other factors determined to be appropriate by DFA given market conditions. In assessing profitability, DFA may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. DFA may deviate from market capitalization weighting to limit or fix the exposure of the DFA Subadvised Assets to a particular issuer to a maximum proportion of the assets of the DFA Subadvised Assets. DFA may exclude the stock of a company that meets applicable market capitalization criteria if DFA determines that the purchase of such security is inappropriate in light of other conditions. These adjustments will result in a deviation from traditional market capitalization weighting.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

 

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Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Investment company securities risk. The fund bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 26.43%

Worst quarter: Q4 '08, –26.09%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

2.38

16.06

6.01

05/05/2003

Series II

2.13

15.82

5.80

05/05/2003

Series NAV

2.43

16.11

6.06

02/28/2005

Russell 2000 Index (reflects no deduction for fees, expenses, or taxes)

4.89

15.55

7.77

05/05/2003

Russell 2000 Value Index (reflects no deduction for fees, expenses, or taxes)

4.22

14.26

6.89

05/05/2003

Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor Dimensional Fund Advisors LP
Subadvisor Invesco Advisers, Inc.

Portfolio management

 

Joseph H. Chi, CFA
Senior Portfolio Manager and Vice President; Dimensional Fund Advisors LP
Managed fund since 2012

Jed S. Fogdall
Senior Portfolio Manager and Vice President; Dimensional Fund Advisors LP
Managed fund since 2012

Henry F. Gray
Head of Global Equity Trading and Vice President; Dimensional Fund Advisors LP
Managed fund since 2012

Bhanu P. Singh
Senior Portfolio Manager and Vice President; Dimensional Fund Advisors LP
Managed fund since 2014

Juliet Ellis
Lead Portfolio Manager; Invesco Advisers, Inc.
Managed fund since 2008

Juan Hartsfield
Portfolio Manager; Invesco Advisers, Inc.
Managed fund since 2008

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Small Cap Value Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

1.04

1.04

1.04

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.03

0.03

0.03

Acquired fund fees and expenses  1

0.06

0.06

0.06

Total annual fund operating expenses  2

1.18

1.38

1.13

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

120

140

115

3 years

375

437

359

5 years

649

755

622

10 years

1,432

1,657

1,375

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 22% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in small-cap companies that are believed to be undervalued by various measures and offer good prospects for capital appreciation. For the purposes of the fund, "small cap companies" are those with market capitalizations, at the time of investment, not exceeding the maximum market capitalization of any company represented in either the Russell 2000 Index ($10.3 billion as of February 28, 2015) or the S&P SmallCap 600 Index ($3.9 billion as of February 28, 2015).

The fund invests primarily in a diversified mix of common stocks of U.S. small-cap companies. The subadvisor employs a value-oriented investment approach in selecting stocks, using proprietary fundamental research to identify stocks the subadvisor believes have distinct value characteristics based on industry-specific valuation criteria. The subadvisor focuses on high quality companies with a proven record of above-average rates of profitability that sell at a discount relative to the overall small-cap market.

Fundamental research is then used to identify those companies demonstrating one or more of the following characteristics:

Sustainable competitive advantages within a market niche;

Strong profitability and free cash flows;

Strong market share positions and trends;

Quality of and share ownership by management; and

Financial structures that are more conservative than the relevant industry average.

 

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The fund's sector exposures are broadly diversified, but are primarily a result of stock selection and may, therefore, vary significantly from its benchmark. The fund may invest up to 15% of its total assets in foreign securities (with no more than 5% in emerging market securities). The fund may have significant investments in the financial services sector.

Except as otherwise stated under "Additional Information about the Funds — Temporary Defensive Investing," the fund normally has 10% or less (usually lower) of its total assets invested in cash and cash equivalents.

The fund may invest in initial public offerings ("IPOs"). The fund may also purchase each of the following types of securities: real estate investment trusts ("REITs") or other real estaterelated equity securities, U.S. dollar-denominated foreign securities and certain exchange-traded funds ("ETFs"). For purposes of the fund, ETFs are considered securities with a market capitalization equal to the weighted average market capitalization of the basket of securities comprising the ETF.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Initial public offerings risk. IPO shares may have a magnified impact on fund performance and are frequently volatile in price. They can be held for a short period of time, causing an increase in portfolio turnover.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. For periods prior to the inception of the fund, performance shown for each share class is the actual performance of the sole share class of the fund's predecessor fund. This pre-inception performance for each of the Series I and Series II share classes has not been adjusted to reflect the Rule 12b-1 fees of that class and would be lower if it did. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series NAV (%)



Best quarter: Q3 '09, 20.61%

Worst quarter: Q4 '08, –23.35%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

7.18

16.07

9.74

04/29/2005

Series II

6.96

15.85

9.52

04/29/2005

Series NAV

7.25

16.13

9.79

08/31/1999

Russell 2000 Value Index (reflects no deduction for fees, expenses, or taxes)

4.22

14.26

6.89

08/31/1999

Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor Wellington Management Company LLP

Portfolio management

 

Timothy J. McCormack, CFA
Senior Managing Director and Equity Portfolio Manager
Managed fund since 2002

Shaun F. Pedersen
Senior Managing Director and Equity Portfolio Manager
Managed fund since 2004

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Small Company Growth Trust 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

1.00

1.00

1.00

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.06  1

0.06  2

0.06

Total annual fund operating expenses

1.11

1.31

1.06

1

"Other expenses" have been estimated for the first year of operations of the fund's Series I shares.

2

"Other expenses" have been estimated for the first year of operations of the fund's Series II shares.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

113

133

108

3 years

353

415

337

5 years

612

718

585

10 years

1,352

1,579

1,294

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 30% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of small-capitalization companies. The fund invests primarily in equity securities. Common stock is the principal type of equity security in which the fund invests. The fund considers a company to be a small-capitalization company if it has a market capitalization, at the time of investment, no larger than the largest capitalized company included in the Russell 2000 Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. As of February 28, 2015, the capitalizations of companies included in the Russell 2000 Index ranged from $21 million to $10.3 billion.

The fund may invest up to 25% of its total assets in foreign securities.

In selecting investments, the subadvisor utilizes a disciplined portfolio construction process that constrains the fund's industry group weightings within a specific range versus the industry group weightings of the Russell 2000 Growth Index which the subadvisor believes represents the small cap growth asset class. The security selection process is based on a three-step process that includes fundamental, valuation and timeliness analysis.

Fundamental analysis involves building a series of financial models, as well as conducting in-depth interviews with company management. The goal is to find high quality, fundamentally sound companies operating in an attractive industry.

Valuation analysis focuses on identifying attractively valued securities given their growth potential over a one- to two-year horizon.

Timeliness analysis is used to help identify the "timeliness" of a purchase. In this step, relative price strength, trading volume characteristics, and trend analysis are reviewed for signs of deterioration. If a stock shows signs of deterioration, it will not be considered as a candidate for the portfolio.

The portfolio managers consider selling a security if the investment thesis for owning the security is no longer valid, the stock reaches its price target or timeliness factors indicate that the risk/return characteristics of the stock as viewed in the market are no longer attractive.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Information technology risk. The information technology sector can be significantly affected by rapid obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, government regulation, and general economic conditions.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable

 

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insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q2 '09, 19.00%

Worst quarter: Q4 '08, -26.67%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series NAV

7.85

17.28

9.90

10/24/2005

Russell 2000 Growth Index (reflects no deduction for fees, expenses, or taxes)

5.60

16.80

9.47

10/24/2005

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Invesco Advisers, Inc.

Portfolio management

 

Juliet Ellis
Lead Portfolio Manager
Managed fund since 2005

Juan Hartsfield
Portfolio Manager
Managed fund since 2005

Clay Manley
Portfolio Manager
Managed fund since 2008

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Small Company Value Trust 

Investment objective

To seek long-term growth of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

1.03

1.03

1.03

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Acquired fund fees and expenses  1

0.18

0.18

0.18

Total annual fund operating expenses  2

1.30

1.50

1.25

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

132

153

127

3 years

412

474

397

5 years

713

818

686

10 years

1,568

1,791

1,511

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 16% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in companies with market capitalizations, at the time of investment, that do not exceed the maximum market capitalization of any security in the Russell 2000 Index ($21 million to $10.3 billion as of February 28, 2015). The fund invests in small companies whose common stocks are believed to be undervalued. The market capitalization of the companies in the fund's portfolio and the Russell 2000 Index changes over time, and the fund will not sell a stock just because the company has grown to a market capitalization outside the range. The fund may, on occasion, purchase companies with a market capitalization above the range.

Reflecting a value approach to investing, the fund will seek the stocks of companies whose current stock prices do not appear to adequately reflect their underlying value as measured by assets, earnings, cash flow, or business franchises. The subadvisor's in - house research team seeks to identify companies that appear to be undervalued by various measures, and may be temporarily out of favor, but have good prospects for capital appreciation. In selecting investments, they generally look for some of the following factors:

Low price/earnings, price/book value or price/cash flow ratios relative to the S&P 500, the company's peers or its own historic norm;

Low stock price relative to a company's underlying asset values;

Above-average dividend yield relative to a company's peers or its own historic norm;

A plan to improve the business through restructuring; and/or

A sound balance sheet and other positive financial characteristics.

While most assets will be invested in U.S. common stocks, including real estate investment trusts (REITs) that pool money to invest in properties and mortgages, the fund may purchase other securities, including foreign securities (up to 20% of its total net assets), futures, and options. The fund may

 

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invest in fixed-income and convertible securities without restrictions on quality or rating, including up to 10% of total assets in non-investment-grade fixed-income securities ("junk bonds") and loans. The fund's fixed-income investments may include privately negotiated notes or loans, including loan participations and assignments ("bank loans"). These investments in bank loans will be made only in companies, municipalities or entities that meet the fund's investment criteria. Direct investments in bank loans may be illiquid and holding a loan could expose the fund to the risks of being a direct lender. Since the fund invests primarily in equity securities, the risks associated with fixed-income securities will not affect the fund as much as they would a fund that invests more of its assets in fixed-income securities.

The fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. and foreign currency-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less. The fund may invest reserves in U.S. dollars and foreign currencies.

The fund may sell securities for a variety of reasons, such as to secure gains, limit losses or redeploy assets into more promising opportunities.

The fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivatives which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below (or even relatively nominal) rates. The fund may also invest in options and enter into futures contracts.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition,

 

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liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 20.80%

Worst quarter: Q4 '08, –25.40%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

0.11

13.00

7.66

10/01/1997

Series II

–0.12

12.77

7.45

01/28/2002

Series NAV

0.14

13.04

7.71

02/28/2005

Russell 2000 Value Index (reflects no deduction for fees, expenses, or taxes)

4.22

14.26

6.89

10/01/1997

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor T. Rowe Price Associates, Inc.

Portfolio management

 

J. David Wagner, CFA
Vice President
Managed fund since 2014

 

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Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Strategic Equity Allocation Trust 

Investment objective

To seek capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.63

0.63

0.63

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04  1

0.04  2

0.04  3

Total annual fund operating expenses

0.72

0.92

0.67

1

"Other expenses" have been estimated for the first year of operations of the fund's Series I shares.

2

"Other expenses" have been estimated for the first year of operations of the fund's Series II shares.

3

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

74

94

68

3 years

230

293

214

5 years

401

509

373

10 years

894

1,131

835

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 13% of the average value of its portfolio.

Principal investment strategies

The fund seeks to achieve its objective by investing under normal market conditions at least 80% of its net assets in U.S. and foreign equity securities of any market capitalization, including futures on indexes of equity securities. The fund's allocation to various markets and types of securities will be actively managed.

The fund may invest in both developed and emerging markets. The fund's investment in equity securities will vary both with respect to types of securities and markets in response to changing market and economic trends. The precise mix of securities will depend on the subadvisor's outlook for the markets and generally reflect the subadvisor's strategic asset allocation analysis and its assessment of the relative attractiveness of a particular asset class. When determining whether to invest in a particular market, the subadvisor considers various factors, including economic and political conditions, potential for economic growth and possible changes in currency exchange rates.

The fund also may invest in exchange-traded funds and fixed-income securities, including, but not limited to:

U.S. Treasury and agency securities as well as notes backed by the Federal Deposit Insurance Corporation,

U.S. Treasury futures contracts,

Mortgage-backed securities, including mortgage pass-through securities, commercial mortgage-backed securities ("CMBS") and collateralized mortgage obligations ("CMOs"),

U.S. and foreign corporate bonds,

Foreign government and agency securities, and

Lower Rated Fixed Income Securities and High Yield Securities (also known as "junk bonds").

 

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The foreign securities in which the fund invests may be denominated in U.S. dollars or foreign currency. The fund may actively manage its exposure to foreign currencies through the use of foreign currency forward contracts and other currency derivatives. The fund may own foreign cash equivalents and foreign bank deposits as part of its investment strategy. The fund may invest in foreign currencies for hedging and speculative purposes.

The fund will engage in derivatives transactions, including but not limited to, futures and options contracts, foreign currency forward contracts and swaps including credit default swaps and total return swaps. for hedging and nonhedging purposes including, without limitation, the following purposes:

to attempt to protect against possible changes in the market value of securities held or to be purchased by the fund resulting from securities markets or currency exchange rate fluctuations,

to protect the fund's unrealized gains in the value of its securities,

to facilitate the sale of the fund's securities for investment purposes,

to manage the effective maturity or duration of the fund's securities,

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

to facilitate the repatriation of foreign currency and the settlement of purchases of foreign securities, and

to increase or decrease exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.

 

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Exchange-traded funds risk. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. An ETF has its own fees and expenses, which are indirectly borne by the fund.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

 

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

The Combined Index represents 75% of the Russell 3000 Index and 25% of the MSCI EAFE Index.

Calendar year total returns for Series NAV (%)



Best quarter: Q1 '13, 9.12%

Worst quarter: Q3 '14, –1.91%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

Inception

Date of Inception

Series NAV

6.40

15.36

04/16/2012

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

13.69

18.11

04/16/2012

Combined Index (reflects no deduction for fees, expenses, or taxes)

8.09

16.07

04/16/2012

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

 

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Portfolio management

 

Robert Boyda
Senior Managing Director and Senior Portfolio Manager
Managed the fund since 2012

Marcelle Daher, CFA
Managing Director
Managed fund since 2013

Steve Medina
Senior Managing Director and Senior Portfolio Manager
Managed the fund since 2012

Nathan Thooft, CFA
Managing Director
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Strategic Income Opportunities Trust 

Investment objective

To seek a high level of current income.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.64

0.64

0.64

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.05

0.05

0.05

Total annual fund operating expenses

0.74

0.94

0.69

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

76

96

70

3 years

237

300

221

5 years

411

520

384

10 years

918

1,155

859

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 50% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests primarily in the following types of securities: foreign government and corporate debt securities from developed and emerging markets, U.S. government and agency securities, and high-yield bonds.

The fund may also invest in preferred stock and other types of debt securities.

Although the fund may invest up to 10% of its net assets in securities rated at the time of purchase as low as D (in default) by Standard & Poor's Ratings Services ("S&P") or Moody's Investors Service, Inc. ("Moody's") (or their unrated equivalents), it seeks to keep its average credit quality in the investment-grade range (AAA to BBB). There is no limit on the fund's average maturity.

In managing the fund, the subadvisor allocates assets among the three major types of securities (U.S. government debt and mortgages; corporate debt — primarily high yield; and foreign debt — both government and corporate, including emerging markets) based on analysis of economic factors, such as projected international interest rate movements, industry cycles and political trends. However, the subadvisor may invest up to 100% of the fund's total assets in any one sector. Within each type of security, the subadvisor looks for investments that are appropriate for the overall fund in terms of yield, credit quality, structure and industry distribution. In selecting securities, relative yields and risk/reward ratios are the primary considerations.

The fund may use certain higher-risk investments, including restricted or illiquid securities and derivatives, which include futures contracts on securities, indices and foreign currency; options on futures contracts, securities, indices and foreign currency; interest rate, foreign currency and credit default swaps; and foreign currency forward contracts, in each case, for the purposes of reducing risk, obtaining efficient market exposure and/or enhancing investment returns. In addition, the fund may invest up to 10% of its net assets in domestic or foreign common stocks.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk" including, but not limited to, U.S. Treasury futures and options, index derivatives, credit default swaps and currency forwards and options.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition,

 

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liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 9.61%

Worst quarter: Q3 '11, –8.83%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

5.14

7.79

6.61

05/03/2004

Series II

4.92

7.58

6.38

05/03/2004

Series NAV

5.21

7.84

6.65

04/29/2005

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

5.97

4.45

4.71

05/03/2004

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Portfolio management

 

Daniel S. Janis III
Vice President
Managed fund since 2004

Thomas C. Goggins
Senior Portfolio Manager
Managed fund since 2009

Kisoo Park
Managing Director
Managed fund since 2015

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Total Bond Market Trust B 

Investment objective

To seek to track the performance of the Barclays U.S. Aggregate Bond Index (the "Barclays Index") (which represents the U.S. investment grade bond market).

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.47

0.47

0.47

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.56

0.76

0.51

Contractual expense reimbursement  1

– 0.26

– 0.26

– 0.26

Total annual fund operating expenses after expense reimbursements

0.30

0.50

0.25

1

The advisor has agreed to waive its advisory fee (or, if necessary, reimburse expenses of the fund) in an amount so that the fund's annual operating expenses do not exceed its "Total annual fund operating expenses after expense reimbursements" as shown in the table above. A fund's "Total annual fund operating expenses" includes all of its operating expenses including advisory and Rule 12b-1 fees, but excludes taxes, brokerage commissions, interest, short dividends, acquired fund fees, litigation and indemnification expenses and extraordinary expenses of the fund not incurred in the ordinary course of the fund's business. The advisor's obligation to provide the expense cap will remain in effect until April 30, 2016 unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

31

51

26

3 years

153

217

137

5 years

287

397

259

10 years

677

918

615

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 64% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities listed in the Barclays U.S. Aggregate Bond Index (the Barclays Index).

The fund is an index fund, which differs from actively managed funds. Actively managed funds seek to outperform their respective indices through research and analysis. Over time, their performance may differ significantly from their respective indices. The fund is a passively managed fund that seeks to mirror the performance of its target index, minimizing performance differences over time.

An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indices may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. The fund attempts to match the performance of the Barclays Index by holding a representative sample of the securities that comprise the Barclays Index. However, an index fund has operating expenses and transaction costs, while a market index does not. Therefore, the fund, while it attempts to track its target index closely, typically will be unable to match the performance of the target index exactly.

The fund is an intermediate term bond fund of high and medium credit quality that seek to track the performance of the Barclays Index, which broadly represents the U.S. investment grade bond market.

 

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The subadvisor employs a passive management strategy using quantitative techniques to select individual securities that provide a representative sample of the securities in the Barclays Index.

The Barclays Index consists of dollar-denominated, fixed rate, investment grade debt securities with maturities generally greater than one year and outstanding par values of at least $200 million, including:

U.S. Treasury and agency securities;

Asset-backed and mortgage-backed securities, including mortgage pass-through securities and commercial mortgage-backed securities ("CMBS") and collateralized mortgage offerings ("CMOs");

Corporate bonds, both U.S. and foreign (if dollar-denominated); and

Foreign government and agency securities (if dollar-denominated).

The subadvisor selects securities to match, as closely as practicable, the Barclays Index's duration, cash flow, sector, credit quality, callability and other key performance characteristics.

The Barclays Index composition may change from time to time. The subadvisor will reflect those changes as soon as practicable.

The fund may purchase other types of securities that are not primary investment vehicles. These would include, for example, certain derivatives (investments whose value is based on indexes or other securities) such as futures contracts, interest-rate swaps and options.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use all of the various investment strategies referred to under "Additional Information About the Funds' Principal Risks — Hedging, derivatives and other strategic trans actions risk" such as futures contracts, interest-rate swaps and options.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

 

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Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

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

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. For periods prior to the inception date of the fund, performance shown is the actual performance of the sole share class of the fund's predecessor fund and has not been adjusted to reflect the Rule 12b-1 fees of any class of shares. As a result, pre-inception performance of the fund may be higher than if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q4 '08, 4.46%

Worst quarter: Q2 '13, –2.61%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

6.11

4.29

4.70

11/05/2012

Series II

5.90

4.19

4.65

11/05/2012

Series NAV

6.06

4.30

4.71

05/01/1998

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

5.97

4.45

4.71

05/01/1998

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Declaration Management & Research LLC

Portfolio management

 

Peter Farley, CFA
Senior Vice President
Managed fund since 2005

 

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Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Total Return Trust 

Investment objective

To seek maximum total return, consistent with preservation of capital and prudent investment management.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.68

0.68

0.68

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.77

0.97

0.72

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

79

99

74

3 years

246

309

230

5 years

428

536

401

10 years

954

1,190

894

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 89% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 65% of its net assets in a diversified portfolio of fixed-income instruments of varying maturities, which may be represented by forwards or derivatives, such as options, futures contracts, or swap agreements.

In selecting securities for the fund, the subadvisor utilizes economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other security selection techniques. The proportion of the fund's assets committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the subadvisor's outlook for the U.S. and foreign economies, the financial markets, and other factors.

The types of fixed-income securities in which the fund may invest include the following securities which, unless otherwise noted, may be issued by domestic or foreign issuers and may be denominated in U.S. dollars or foreign currencies:

securities issued or guaranteed by the U.S. government, its agencies or government-sponsored enterprises;

corporate debt securities of U.S. and foreign issuers, including convertible securities and corporate commercial paper;

mortgage-backed and other asset-backed securities;

inflation-indexed bonds issued by both governments and corporations;

structured notes, including hybrid or "indexed" securities and event-linked bonds;

bank capital and trust preferred securities;

loan participations and assignments;

delayed funding loans and revolving credit facilities;

bank certificates of deposit, fixed time deposits and bankers' acceptances;

debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

repurchase agreements and reverse repurchase agreements;

 

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obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises; and

obligations of international agencies or supranational entities.

Fixed-income securities may have fixed, variable, or floating rates of interest, including rates of interest that vary inversely at a multiple of a designated or floating rate, or that vary according to change in relative values of currencies.

The fund invests primarily in investment-grade securities, but may invest up to 10% of its total assets in high yield securities ("junk bonds") rated B or higher by Moody's or equivalently rated by S&P or Fitch, or, if unrated, determined by the subadvisor to be of comparable quality (except that within such limitations, the fund may invest in mortgage-related securities rated below B). The fund may also invest up to 30% of its total assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The fund may invest in baskets of foreign currencies (such as the euro) and direct currency. The fund will normally limit its foreign currency exposure (from foreign-currency denominated securities or currencies) to 20% of its total assets. The fund may invest up to 15% of its total assets in securities and instruments that are economically tied to emerging market countries (this limitation does not apply to investment grade sovereign debt denominated in the local currency with less than 1 year remaining to maturity).

The fund may invest up to 10% of its total assets in preferred stocks, convertible securities, and other equity related securities.

The average portfolio duration of the fund normally varies within two years (plus or minus) of the duration of the benchmark index, as calculated by the subadvisor.

The fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

The fund may make short sales of a security, including short sales "against the box."

The fund may:

purchase and sell options on domestic and foreign securities, securities indexes and currencies,

purchase and sell futures and options on futures,

purchase and sell currency or securities on a forward basis, and

enter into interest rate, index, equity, total return, currency, and credit default swap agreements.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Changing distribution levels risk. The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

 

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Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

Inverse floating-rate securities. Liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, issuer risk, and risk of disproportionate loss are the principal risks of engaging in transactions involving inverse floating-rate securities.

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

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Hybrid instrument risk. Hybrid instruments are potentially more volatile and carry greater market risk than traditional debt instruments. Hybrid instruments may bear interest or pay preferred dividends at below market rates and may be illiquid.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Short sales risk. Short sales involve costs and risk. The fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 6.13%

Worst quarter: Q3 '08, –3.56%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

4.74

4.48

5.29

05/01/1999

Series II

4.46

4.27

5.07

01/28/2002

Series NAV

4.73

4.54

5.34

02/28/2005

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

5.97

4.45

4.71

05/01/1999

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Pacific Investment Management Company LLC

Portfolio management

 

Scott Mather
Managing Director and Portfolio Manager
Managed fund since 2014

Mark Kiesel
Managing Director and Portfolio Manager
Managed fund since 2014

Mihir Worah
Managing Director and Portfolio Manager
Managed fund since 2014

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Total Stock Market Index Trust 

Investment objective

Seeks to approximate the aggregate total return of a broad U.S. domestic equity market index.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.48

0.48

0.48

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Acquired fund fees and expenses  1

0.01

0.01

0.01

Total annual fund operating expenses  2

0.58

0.78

0.53

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

59

80

54

3 years

186

249

170

5 years

324

433

296

10 years

726

966

665

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 5% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in (a) the common stocks that are included in the Wilshire 5000 Total Market Index and (b) securities (which may or may not be included in the Wilshire 5000 Total Market Index) that the subadvisor believes as a group will behave in a manner similar to the index. As of February 28, 2015, the market capitalizations of companies included in the Wilshire 5000 Total Market Index ranged from less than $1 million to $753.4 billion.

An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indexes may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. In contrast to actively managed funds, which seek to outperform their respective benchmark indexes through research and analysis, index funds are passively managed funds that seek to mirror the performance of their target indexes, minimizing performance differences over time. The fund attempts to match the performance of the Wilshire 5000 Total Market Index by: (a) holding all, or a representative sample, of the securities that comprise that index; and/or (b) holding securities (which may or may not be included in the index) that the subadvisor believes as a group will behave in a manner similar to the index. However, the fund has operating expenses and transaction costs, while a market index does not. Therefore, the fund, while it attempts to track its target index closely, typically will be unable to match the performance of the index exactly. The composition of an index changes from time to time, and the subadvisor will reflect those changes in the composition of the fund's portfolio as soon as practicable.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

 

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Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 16.64%

Worst quarter: Q4 '08, –22.82%

 

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Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

11.47

15.08

7.67

05/02/2000

Series II

11.30

14.85

7.45

01/28/2002

Series NAV

11.46

15.12

7.72

04/29/2005

Wilshire 5000 Total Market Index (reflects no deduction for fees, expenses, or taxes)

12.07

15.64

8.13

05/02/2000

Investment management

Investment Advisor  John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

Portfolio management

 

Brett Hryb, CFA
Senior Portfolio Manager
Managed fund since 2014

Ashikhusein Shahpurwala, CFA
Senior Portfolio Manager
Managed fund since 2013

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Ultra Short Term Bond Trust 

Investment objective

The fund seeks a high level of current income consistent with the maintenance of liquidity and the preservation of capital.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.55

0.55

0.55

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.06

0.06

0.06

Total annual fund operating expenses

0.66

0.86

0.61

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

67

88

62

3 years

211

274

195

5 years

368

477

340

10 years

822

1,061

762

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 69% of the average value of its portfolio.

Principal investment strategies

Under normal circumstances, the fund invests at least 80% of its net assets in a diversified portfolio of domestic, investment grade, debt securities. Debt securities may be issued by governments, companies or special purpose entities and may include notes, discount notes, bonds, debentures, commercial paper, repurchase agreements, mortgage-backed and other asset-backed securities and assignments, participations and other interests in bank loans. The fund may also invest in cash and cash equivalents.

Investment grade securities include securities that are rated in one of the four highest rating categories as determined by a nationally recognized statistical rating organization, such as Standard & Poor's Ratings Services ("S&P"), Fitch Investors Service, Inc. ("Fitch") or Moody's Investors Service ("Moody's"), or are unrated securities determined by the subadvisor to be of comparable quality.

The fund may invest up to 20% of its net assets in securities that are rated BBB by S&P or Fitch, Baa by Moody's, or unrated securities determined by the subadvisor to be of comparable quality. The fund may invest up to 20% of its net assets in foreign debt securities, including up to 5% of its net assets in foreign debt securities that are denominated in a foreign currency.

Under normal circumstances, the fund's dollar weighted average maturity will be two years or less and its duration will be one year or less. Up to 15% of the fund's net assets may be invested in securities with maturities greater than three years.

Use of Hedging and Other Strategic Transactions . The fund is authorized to use various hedging, derivatives and other strategic transactions described under "Additional Information about the Funds' Principal Risks – Hedging, derivatives and other strategic transactions risk."

The fund may invest in derivatives, including futures, currency forwards, options, swap contracts and other derivative instruments. The fund may invest in derivatives for both hedging and non-hedging purposes, including, for example, to seek to enhance returns or as a substitute for a position in an underlying asset.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

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

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

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

High portfolio turnover risk. Actively trading securities can increase transaction costs (thus lowering performance).

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Loan participations risk. Participations and assignments involve special types of risks, including credit risk, interest-rate risk, counterparty risk, liquidity risk, and the risks of being a lender.

Mortgage-backed and asset-backed securities risk. Different types of mortgage-backed securities and asset-backed securities are subject to different combinations of prepayment, extension, interest-rate, and/or other market risks.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If

 

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such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q1 '12, 0.41%

Worst quarter: Q2 '13, –0.41%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

Inception

Date of Inception

Series I

–0.02

0.09

07/29/2010

Series II

–0.30

–0.12

07/29/2010

Series NAV

0.03

0.14

07/29/2010

Bank of America Merrill Lynch 6 Month Treasury Bill Index (reflects no deduction for fees, expenses, or taxes)

0.12

0.20

07/29/2010

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Portfolio management

 

Howard C. Greene
Senior Vice President
Managed fund since 2010

Jeffrey N. Given
Vice President
Managed fund since 2010

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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U.S. Equity Trust 

Investment objective

To seek long-term capital appreciation.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.75

0.75

0.75

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Total annual fund operating expenses

0.84

1.04

0.79

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

86

106

81

3 years

268

331

252

5 years

466

574

439

10 years

1,037

1,271

978

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 55% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities. The subadvisor seeks to achieve the fund's objective by investing in equity investments or groups of equity investments that the subadvisor believes will provide higher returns than the Russell 3000 Index. Investments in equity securities include common stocks and other stock-related securities, such as preferred stocks, convertible securities, depositary receipts, and exchange-traded equity REITs and equity income trusts.

The Russell 3000 Index is an independently maintained and published index which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. This index represents approximately 98% of the investable U.S. equity market. As of February 28, 2015, the market capitalizations of companies included in the Russell 3000 Index ranged from $21 million to $748 billion.

The subadvisor employs an active investment management method, which means that securities are bought and sold according to the subadvisor's evaluations of companies' published financial information, securities prices, equity and bond markets and the overall economy. In selecting investments for the fund, the subadvisor may use a combination of investment methods to identify which stocks present positive relative return potential. Some of these methods evaluate individual stocks or a group of stocks based on the ratio of its price relative to historical financial information, including book value, cash flow and earnings, and to forecast financial information provided by industry analysts. These ratios can then be compared to industry or market averages to assess the relative attractiveness of the stock. Other methods focus on evaluating patterns of price movement or volatility of a stock or group of stocks relative to the investment universe. The subadvisor selects which methods to use, and in what combination, based on the subadvisor's assessment of what combination is best positioned to meet the fund's investment objective. The subadvisor may also adjust the portfolio for other factors such as position size, industry and sector weights, and market capitalization. The fund may make significant investments in certain sectors including the information technology and health care services sectors.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

 

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Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Healthcare risk. Health sciences industries may be affected by product obsolescence, thin capitalization, limited product lines, markets, and financial resources or personnel challenges, and legislative or regulatory activities affecting the sector, such as approval policies for drugs, medical devices, or procedures, and changes in governmental and private payment systems and product liabilities.

Information technology risk. The information technology sector can be significantly affected by rapid obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, government regulation, and general economic conditions.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Sector investing risk Because the fund may at times focus on a single sector of the economy, its performance may depend in large part on the performance of that sector. As a result, the value of your investment may fluctuate more widely than it would if the fund diversified across sectors. Banks and financial services companies could suffer losses when interest rates fall or economic conditions deteriorate.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series NAV (%)



Best quarter: Q3 '10, 12.54%

Worst quarter: Q4 '08, –14.03%

 

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Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

Inception

Date of Inception

Series I

11.03

13.30

7.06

04/27/2012

Series II

10.76

13.18

7.00

04/27/2012

Series NAV

11.07

13.37

7.10

10/24/2005

Russell 3000 Index (reflects no deduction for fees, expenses, or taxes)

12.56

15.63

8.50

10/24/2005

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Grantham, Mayo, Van Otterloo & Co. LLC

Portfolio management

 

Dr. David Cowan
Co-Director of Global Equity Team
Managed fund since 2012

Dr. Thomas Hancock
Co-Director of Global Equity Team
Managed fund since 2005

Mr. Ben Inker
Co-Head of the Asset Allocation Team
Managed fund since 2014

Mr. Sam Wilderman
Co-Head of the Asset Allocation Team
Managed fund since 2014

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Utilities Trust 

Investment objective

To seek capital growth and current income (income above that available from the fund invested entirely in equity securities).

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.83

0.83

0.83

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses  1

0.04

0.04

0.04

Total annual fund operating expenses

0.92

1.12

0.87

1

"Other expenses" have been restated from fiscal year amounts to reflect current fees and expenses.

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

94

114

89

3 years

293

356

278

5 years

509

617

482

10 years

1,131

1,363

1,073

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 53% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of companies in the utilities industry. The subadvisor considers a company to be in the utilities industry if, at the time of investment, the subadvisor determines that a substantial portion (i.e., at least 50%) of the company's assets or revenues are derived from one or more utilities.

Companies in the utilities industry include: (i) companies engaged in the manufacture, production, generation, transmission, sale or distribution of electric, gas or other types of energy, water or other sanitary services; and (ii) companies engaged in telecommunications, including telephone, cellular telephone, satellite, microwave, cable television and other communications media (but not engaged in public broadcasting).

The fund primarily invests in equity securities, including common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts, but may also invest in corporate bonds and other debt instruments. The subadvisor may invest up to 20% of the fund's net assets in lower rated debt instruments (commonly known as "junk bonds"). The fund may invest in companies of any size.

The subadvisor uses a bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual issuers and/or instruments in light of issuers' financial condition and market, economic, political, and regulatory conditions. Factors considered for equity securities may include analysis of an issuer's earnings, cash flows, competitive position, and management ability. Factors considered for debt instruments may include the instrument's credit quality, collateral characteristics and indenture provisions and the issuer's management ability, capital structure, leverage, and ability to meet its current obligations. Quantitative models that systematically evaluate the valuation, price and earnings momentum, earnings quality, and other factors of the issuer of an equity security or the structure of a debt instrument may also be considered.

The subadvisor may invest the fund's assets in U.S. and foreign securities. The fund may invest up to 40% of its net assets in foreign securities (including emerging markets securities, Brady bonds and depositary receipts). The subadvisor may invest a large percentage of the fund's assets in issuers in a single country, a small number of countries, or a particular geographic region.

 

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The fund may have exposure to foreign currencies through its investments in foreign securities, its direct holdings of foreign currencies, or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date.

While the fund may use derivatives for any investment purpose, to the extent the subadvisor uses derivatives, the subadvisor expects to use derivatives primarily to increase or decrease currency exposure.

Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

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

Currency risk. Fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund's investments. Currency risk includes the risk that currencies in which a fund's investments are traded, or currencies in which a fund has taken an active position, will decline in value relative to the U.S. dollar.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Emerging-market risk. The risks of investing in foreign securities are greater for investments in emerging markets. Emerging-market countries may experience higher inflation, interest rates, and unemployment, as well as greater social, economic, regulatory, and political uncertainties than more developed countries.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Fixed-income securities risk. Fixed-income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or average duration of the bonds held by the fund, the more sensitive the fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Foreign securities risk. As compared with U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments. Investments in emerging-market countries are subject to greater levels of foreign investment risk.

Geographic Focus Risk. The fund's performance will be closely tied to the market, currency, economic, political, regulatory, geopolitical, and other conditions in the countries or regions in which the fund's assets are invested and may be more volatile than the performance of more geographically-diversified funds.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

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

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

 

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Industry or sector investing risk. The performance of a fund that focuses on a single industry or sector of the economy depends in large part on the performance of that industry or sector. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries or sectors.

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when reduced trading volume, a relative lack of market makers, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund's ability to sell such securities.

Lower-rated fixed-income securities risk and high-yield securities risk. Lower-rated fixed-income securities and high-yield fixed-income securities (commonly known as junk bonds) are subject to greater credit quality risk and risk of default than higher-rated fixed-income securities. These securities may be considered speculative and the value of these securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Utilities sector risk. The fund's performance will be closely tied to the performance of utilities issuers and, as a result, can be more volatile than the performance of more broadly diversified funds. The price of stocks in the utilities sector can be very volatile due to supply and/or demand for services or fuel, financing costs, conservation efforts, the negative impact of regulation, and other factors.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

Calendar year total returns for Series I (%)



Best quarter: Q2 '09, 21.12%

Worst quarter: Q3 '08, -24.50%

 

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Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

12.59

13.41

11.61

04/30/2001

Series II

12.41

13.20

11.39

01/28/2002

Series NAV

12.72

13.48

11.66

04/29/2005

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

13.69

15.45

7.67

04/30/2001

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

28.98

13.34

9.63

04/30/2001

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Massachusetts Financial Services Company ("MFS")

Portfolio management

 

Maura A. Shaughnessy
Investment Officer of MFS
Managed fund since 2001

Claud P.  Davis
Investment Officer of MFS
Managed fund since 2014

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Table of Contents

Value Trust 

Investment objective

To realize an above-average total return over a market cycle of three to five years, consistent with reasonable risk.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The fees and expenses do not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did.

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

Series   I

Series   II

Series   NAV

Management fee

0.69

0.69

0.69

Distribution and service (Rule 12b-1) fees

0.05

0.25

0.00

Other expenses

0.04

0.04

0.04

Acquired fund fees and expenses  1

0.04

0.04

0.04

Total annual fund operating expenses  2

0.82

1.02

0.77

1

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

2

The "Total annual fund operating expenses" shown may not correlate to the fund's ratios of expenses to average net assets shown in the "Financial highlights" section of the fund's prospectus, which does not include "Acquired fund fees and expenses."

Expense example

The examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that $10,000 is invested in the fund for the periods indicated and then all shares are redeemed at the end of those periods. The examples also assume that the investment has a 5% return each year and that the fund's operating expenses remain the same. The expense example does not reflect fees and expenses of any variable insurance contract that may use the fund as its underlying investment medium and would be higher if they did. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Expenses ($)

Series   I

Series   II

Series   NAV

1 year

84

104

79

3 years

262

325

246

5 years

455

563

428

10 years

1,014

1,248

954

Portfolio turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During its most recent fiscal year, the fund's portfolio turnover rate was 49% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the fund invests in equity securities of companies with capitalizations, at the time of investment, similar to the market capitalization of companies in the Russell Midcap Value Index ($244.2 million to $34.7 billion as of February 28, 2015).

The fund invests at least 65% of its total assets in equity securities. These primarily include common stocks but may also include preferred stocks, convertible securities, rights, warrants and ADRs. The fund may invest without limit in ADRs and may invest up to 20% of its total assets in foreign equities (investments in ADRs are not foreign securities for the purposes of this limit and the fund may invest without limitation in ADRs). The fund may invest up to 15% of its net assets in REITs. The fund may hedge non-U.S. currency exposure through the use of forward foreign currency contracts.

The subadvisor's approach is to select equity securities which are believed to be undervalued relative to the stock market in general as measured by the Russell Midcap Value Index. Generally, medium market capitalization companies will consist primarily of those that the subadvisor believes are selling below their intrinsic value and offer the opportunity for growth of capital. The fund emphasizes a "value" style of investing focusing on those companies with strong fundamentals, consistent track records, growth prospects, and attractive valuations. The subadvisor may favor securities of companies that are in undervalued industries. The subadvisor may purchase stocks that do not pay dividends. The subadvisor may also invest the fund's assets in companies with smaller or larger market capitalizations.

 

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Principal risks

The fund is subject to risks, and you could lose money by investing in the fund. The principal risks of investing in the fund include:

Active management risk.  A subadvisor's investment strategy may fail to produce the intended result.

Convertible securities risk. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In addition, as the market price of the underlying common stock declines below the conversion price, the price of the convertible security tends to be increasingly influenced by the yield of the convertible security.

Credit and counterparty risk. The counterparty to an over-the-counter derivatives contract or a borrower of a fund's securities may be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations.

Cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the fund and/or its service providers to suffer data corruption or lose operational functionality.

Economic and market events risk. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

Equity securities risk. The value of a company's equity securities is subject to changes in the company's financial condition and overall market and economic conditions.

Foreign securities risk. As compared to U.S. corporate and government issuers, there may be less publicly available information relating to foreign corporate and government issuers. Foreign securities may be subject to foreign taxes. The value of foreign securities is subject to currency fluctuations and adverse political and economic developments.

Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase the volatility of a fund and, if the transaction is not successful, could result in a significant loss to a fund. The use of derivative instruments could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and, in a down market, derivative instruments could become harder to value or sell at a fair price. The following is a list of certain derivatives and other strategic transactions that the fund intends to utilize and the main risks associated with each of them:

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

Issuer risk. An issuer of a security may perform poorly and, therefore, the value of its stocks and bonds may decline. An issuer of securities held by the fund could default or have its credit rating downgraded.

Large company risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on small- or mid-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Liquidity risk. Exposure exists when trading volume, lack of a market maker, or legal restrictions impair the ability to sell particular securities or close derivative positions at an advantageous price.

Medium and smaller company risk. The prices of medium and smaller company stocks can change more frequently and dramatically than those of large company stocks. For purposes of the fund's investment policies, the market capitalization of a company is based on its market capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time.

Real estate securities risk. Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.

Past performance

The following information provides some indication of the risks of investing in the fund by showing changes in performance from year to year and by showing how average annual returns for specified periods compare with those of a broad measure of market performance. Unless all share classes shown in the table have the same inception date, performance shown for periods prior to the inception date of a class is the performance of the fund's oldest share class. This pre-inception performance, with respect to any other share class of the fund, has not been adjusted to reflect the Rule 12b-1 fees of that class. As a result, the pre-inception performance shown for a share class other than the oldest share class may be higher or lower than it would be if adjusted to reflect the Rule 12b-1 fees of the class. The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHVIT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of the fund is not necessarily an indication of how the fund will perform in the future.

 

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Calendar year total returns for Series I (%)



Best quarter: Q3 '09, 23.67%

Worst quarter: Q4 '08, –27.95%

Average Annual Total Returns for Period Ended 12/31/2014

 

Average annual total returns (%)

1 Year

5 Year

10 Year

Date of Inception

Series I

9.82

16.60

10.25

01/01/1997

Series II

9.61

16.37

10.03

01/28/2002

Series NAV

9.88

16.66

10.29

04/29/2005

Russell Midcap Value Index (reflects no deduction for fees, expenses, or taxes)

14.75

17.43

9.43

01/01/1997

Investment management

Investment Advisor John Hancock Investment Management Services, LLC
Subadvisor Invesco Advisers, Inc.

Portfolio management

 

Thomas Copper
Co-Lead Portfolio Manager
Managed fund since 2005

John Mazanec
Co-Lead Portfolio Manager
Managed fund since 2008

Sergio Marcheli
Portfolio Manager
Managed fund since 2003

Other important information regarding the fund

For important information about taxes and financial intermediary compensation, please turn to "Additional Information about the funds" at page 313 of the Prospectus.

 

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Additional Information about the funds

Taxes

For federal income tax purposes, each of the funds is treated as a separate entity, intends to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and intends to meet the diversification requirements that are applicable to mutual funds that serve as underlying investments for insurance company separate accounts. A fund that qualifies as a regulated investment company will not be subject to U.S. federal income tax on its net investment income and net capital gain that it distributes to its shareholders in each taxable year (provided that it distributes at least the sum of 90% of its net investment company taxable income and 90% of its net tax exempt interest income for the taxable year). Insurance company separate accounts, the principal shareholders of the funds, generally do not pay tax on dividends and capital gain distributions from the funds.

Because shares of the funds may be purchased only through variable insurance contracts and qualified plans, it is expected that any dividends or capital gains distributions made by the funds will be exempt from current federal taxation if left to accumulate within the variable contract or qualified plan. Holders of variable insurance contracts should consult the prospectuses of their respective contracts for information on the federal income tax consequences to such holders.

Variable contract owners should consult with their own tax advisors as to the tax consequences of investments in the funds, including the application of state and local taxes.

More information about taxes is located in the SAI under the heading "Additional Information Concerning Taxes."

Compensation of Financial Intermediaries

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

Temporary Defensive Investing (applicable to all funds except Money Market Trust and Money Market Trust B)

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

Other permitted investments by the funds of funds

A fund of funds may directly:

Purchase U.S. government securities and short-term paper.

Purchase shares of other registered open-end investment companies (and registered unit investment trusts) within the same "group of investment companies" as that term is defined in Section 12 of the Investment Company Act of 1940, as amended (the 1940 Act).

Purchase shares of other registered open-end investment companies (and registered unit investment trusts) where the advisor is not the same as, or affiliated with, the advisor to the fund, including ETFs.

Invest in domestic and foreign equity securities, which may include common and preferred stocks of large-, medium- and small-capitalization companies in both developed (including the U.S.) and emerging markets.

Invest in domestic and foreign fixed-income securities, which may include debt securities of governments throughout the world (including the U.S.), their agencies and instrumentalities, debt securities of corporations and supranationals, inflation protected securities, convertible bonds, mortgage-backed securities, asset-backed securities and collateralized debt securities. Investments in fixed-income securities may include securities of issuers in both developed (including the U.S.) and emerging markets and may include fixed-income securities rated below investment grade.

Purchase securities of registered closed-end investment companies.

Invest up to 15% of its net assets in illiquid securities of entities such as limited partnerships and other pooled investment vehicles, such as hedge funds.

Make short sales of securities (borrow and sell securities not owned by the fund with the prior approval of the advisor's Complex Securities Committee), either to realize appreciation when a security that the fund does not own declines in value or as a hedge against potential declines in the value of a fund security.

Invest in "qualified" publicly traded partnerships and other publicly traded partnerships that at the time of investment the advisor believes will generate only good income for purposes of qualifying as a regulated investment company under the Code, including such publicly traded

 

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partnerships that invest principally in commodities or commodities-linked derivatives (with the prior approval of the advisor's Complex Securities Committee).

A fund of funds may directly invest in exchange-traded notes (ETNs).

A fund of funds may use various investment strategies such as hedging and other related transactions. For example, a fund of funds may use derivative instruments (such as options, futures and swaps) for hedging purposes, including hedging various market risks and managing the effective maturity or duration of debt instruments held by the fund. In addition, these strategies may be used to gain exposure to a particular security or securities market. A fund of funds also may purchase and sell commodities and may enter into swap contracts and other commodity-linked derivative instruments including those linked to physical commodities. Please refer to "Hedging and Other Strategic Transactions Risk" in the Statement of Additional Information (SAI).

+The Funds of Funds are:

Core Strategy Trust

Franklin Templeton Founding Allocation Trust

Each Lifestyle MVP

Each Lifestyle PS Series

(Collectively the "Funds of Funds")

Additional information about the risks of the PS Series asset transfer process

The Lifestyle Growth PS Series, Lifestyle Moderate PS Series, Lifestyle Balanced PS Series and Lifestyle Conservative PS Series (collectively, the "JHVIT Lifestyle PS Series") are offered in connection with specific guaranteed benefits under variable annuity contracts (the "Contracts") issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the "John Hancock Issuers"). The Contracts provide that the John Hancock Issuers can automatically transfer contract value between the Lifestyle PS Series and the Bond Trust through a nondiscretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect contract value from declines due to market volatility, and therefore limit the John Hancock Issuers' exposure to risk under the guaranteed benefits under the Contracts. The timing and amount of any transfer of contract value under the John Hancock Issuers' process will depend on several factors, including market movements. In general, the higher the equity component of a JHVIT Lifestyle PS Series, the more likely that contract value will be reallocated from the JHVIT Lifestyle PS Series to the Bond Trust when equity markets fall. These asset reallocations may result in large-scale asset flows into and out of, and may negatively affect the performance of the JHVIT Lifestyle PS Series and the underlying funds in which the JHVIT Lifestyle PS Series invest.

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

Additional information about the funds of funds' principal risks

The principal risks of investing in each fund of funds are summarized in the description of that fund above. These risks are more fully described below. The risks are described in alphabetical order and not in order of importance. JHVIT's Statement of Additional Information (the "SAI") dated the same date as this prospectus contains further details about these risks as well as information about additional risks.

Active management risk

A fund that relies on the manager's ability to pursue the fund's investment objective is subject to active management risk. The manager will apply investment techniques and risk analyses in making investment decisions for a fund and there can be no guarantee that these will produce the desired results. A fund generally does not attempt to time the market and instead generally stays fully invested in the relevant asset class, such as domestic equities or foreign equities. Notwithstanding its benchmark, a fund may buy securities not included in its benchmark or hold securities in very different proportions from its benchmark. To the extent a fund invests in those securities, its performance depends on the ability of the manager to choose securities that perform better than securities that are included in the benchmark.

Affiliated insurance companies

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

 

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Cash collateral risk

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

Commodity risk

Commodity investments involve the risk of volatile market price fluctuations of commodities resulting from fluctuating demand, supply disruption, speculation and other factors.

Credit and counterparty risk

This is the risk that the issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter (OTC) derivatives contract (see "Hedging, derivatives, and other strategic transactions risk"), or a borrower of a fund's securities will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations. Credit risk associated with investments in fixed-income securities relates to the ability of the issuer to make scheduled payments of principal and interest on an obligation. A fund that invests in fixed-income securities is subject to varying degrees of risk that the issuers of the securities will have their credit ratings downgraded or will default, potentially reducing the fund's share price and income level. Nearly all fixed-income securities are subject to some credit risk, which may vary depending upon whether the issuers of the securities are corporations, domestic or foreign governments, or their subdivisions or instrumentalities. U.S. government securities are subject to varying degrees of credit risk depending upon whether the securities are supported by: the full faith and credit of the United States; the ability to borrow from the U.S. Treasury; only by the credit of the issuing U.S. government agency, instrumentality, or corporation; or otherwise supported by the United States. For example, issuers of many types of U.S. government securities (e.g., the Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Banks), although chartered or sponsored by Congress, are not funded by congressional appropriations, and their fixed-income securities, including asset-backed and mortgage-backed securities, are neither guaranteed nor insured by the U.S. government. An agency of the U.S. government has placed Fannie Mae and Freddie Mac into conservatorship, a statutory process with the objective of returning the entities to normal business operations. It is unclear what effect this conservatorship will have on the securities issued or guaranteed by Fannie Mae or Freddie Mac. As a result, these securities are subject to more credit risk than U.S. government securities that are supported by the full faith and credit of the United States (e.g., U.S. Treasury bonds). When a fixed-income security is not rated, a subadvisor may have to assess the risk of the security itself. Asset-backed securities, whose principal and interest payments are supported by pools of other assets, such as credit card receivables and automobile loans, are subject to further risks, including the risk that the obligors of the underlying assets default on payment of those assets.

In addition, a fund is exposed to credit risk to the extent that it makes use of OTC derivatives (such as forward foreign currency contracts and/or swap contracts) and engages to a significant extent in the lending of fund securities or the use of repurchase agreements. OTC derivatives transactions can be closed out with the other party to the transaction. If the counterparty defaults, a fund will have contractual remedies, but there is no assurance that the counterparty will be able to meet its contractual obligations or that, in the event of default, a fund will succeed in enforcing them. A fund, therefore, assumes the risk that it may be unable to obtain payments owed to it under OTC derivatives contracts or that those payments may be delayed or made only after the fund has incurred the costs of litigation. While the subadvisor intends to monitor the creditworthiness of contract counterparties, there can be no assurance that the counterparty will be in a position to meet its obligations, especially during unusually adverse market conditions.

Cybersecurity risk

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

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

Economic and market events risk

Events in the financials sector historically have resulted, and may result from time to time, in an unusually high degree of volatility in the financial markets, both domestic and foreign. These events have included, but are not limited to: bankruptcies, corporate restructurings, and other events related to the sub-prime mortgage crisis in 2008; financial distress in the U.S. auto industry; credit and liquidity issues involving certain money market mutual funds; governmental efforts to limit short selling and high frequency trading; measures to address U.S. federal and state budget deficits, debt crises in the eurozone; S&P's downgrade of U.S. long-term sovereign debt; economic stimulus by the Japanese central bank; declines in oil prices; and dramatic changes in currency exchange rates. Both domestic and foreign equity markets have experienced increased volatility and turmoil, with issuers that have exposure to the real estate, mortgage, and credit markets particularly affected, and it is uncertain when these conditions will recur. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

In addition to financial market volatility, the reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in less money being available to purchase raw materials, goods, and services from emerging markets, which may, in turn,

 

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bring down the prices of these economic staples. It may also result in emerging-market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their securities prices. These events and the possible resulting market volatility may have an adverse effect on the fund.

Political turmoil within the United States and abroad may also impact the fund. Although the U.S. government has honored its credit obligations, it remains possible that the United States could default on its obligations. While it is impossible to predict the consequences of such an unprecedented event, it is likely that a default by the United States would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of the fund's investments. Similarly, political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. Further, certain municipalities of the United States and its territories are financially strained and may face the possibility of default on their debt obligations, which could directly or indirectly detract from the fund's performance.

Uncertainties surrounding the sovereign debt of a number of European Union (EU) countries and the viability of the EU have disrupted and may in the future disrupt markets in the United States and around the world. If one or more countries leave the EU or the EU dissolves, the world's securities markets likely will be significantly disrupted. Political and military events, including the military crises in Ukraine and the Middle East, and nationalist unrest in Europe, also may cause market disruptions.

Exchange-traded funds (ETFs) risk

These are a type of investment company bought and sold on a securities exchange. An ETF represents a fixed portfolio of securities designed to track a particular market index. A fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities it is designed to track, although lack of liquidity in an ETF could result in it being more volatile. An ETF has its own fees and expenses, which are borne indirectly by a fund.

Exchange-traded notes (ETNs) risk

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

Fund of funds risk

A fund's ability to achieve its investment objectivewill depend largely on the ability of the subadviser to select the appropriate mix of Underlying Funds. In addition, achieving the fund's objective will depend on the performance of the Underlying Funds which depends on the Underlying Funds' ability to meet their investment objectives. There can be no assurance that either the fund or the Underlying Funds will achieve their investment objectives. A fund is subject to the same risks as the Underlying Funds in which it invests. Each fund invests in Underlying Funds that invest in fixed-income securities (including in some cases high yield securities) and equity securities, including foreign securities, and engage in hedging and other strategic transactions. To the extent that a fund invests in these securities directly or engages in hedging and other strategic transactions, the fund will be subject to the same risks. As a fund's asset mix becomes more conservative, the fund becomes more susceptible to risks associated with fixed-income securities.

Hedging, derivatives, and other strategic transactions risk

The ability of a fund to utilize hedging, derivatives, and other strategic transactions successfully will depend in part on its subadvisor's ability to predict pertinent market movements and market risk, counterparty risk, credit risk, interest-rate risk, and other risk factors, none of which can be assured. The skills required to successfully utilize hedging and other strategic transactions are different from those needed to select a fund's securities. Even if the subadvisor only uses hedging and other strategic transactions in a fund primarily for hedging purposes or to gain exposure to a particular securities market, if the transaction is not successful, it could result in a significant loss to a fund. The amount of loss could be more than the principal amount invested. These transactions may also increase the volatility of a fund and may involve a small investment of cash relative to the magnitude of the risks assumed, thereby magnifying the impact of any resulting gain or loss. For example, the potential loss from the use of futures can exceed a fund's initial investment in such contracts. In addition, these transactions could result in a loss to a fund if the counterparty to the transaction does not perform as promised.

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

 

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may segregate assets determined to be liquid or, as permitted by applicable regulation, enter into certain offsetting positions to cover its obligations under derivative instruments. For a description of the various derivative instruments the fund may utilize, refer to the SAI.

The use of derivative instruments may involve risks different from, or potentially greater than, the risks associated with investing directly in securities and other, more traditional assets. In particular, the use of derivative instruments exposes a fund to the risk that the counterparty to an OTC derivatives contract will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. OTC derivatives transactions typically can only be closed out with the other party to the transaction, although either party may engage in an offsetting transaction that puts that party in the same economic position as if it had closed out the transaction with the counterparty or may obtain the other party's consent to assign the transaction to a third party. If the counterparty defaults, the fund will have contractual remedies, but there is no assurance that the counterparty will meet its contractual obligations or that, in the event of default, the fund will succeed in enforcing them. For example, because the contract for each OTC derivatives transaction is individually negotiated with a specific counterparty, a fund is subject to the risk that a counterparty may interpret contractual terms (e.g., the definition of default) differently than the fund when the fund seeks to enforce its contractual rights. If that occurs, the cost and unpredictability of the legal proceedings required for the fund to enforce its contractual rights may lead it to decide not to pursue its claims against the counterparty. The fund, therefore, assumes the risk that it may be unable to obtain payments owed to it under OTC derivatives contracts or that those payments may be delayed or made only after the fund has incurred the costs of litigation. While a subadvisor intends to monitor the creditworthiness of counterparties, there can be no assurance that a counterparty will meet its obligations, especially during unusually adverse market conditions. To the extent a fund contracts with a limited number of counterparties, the fund's risk will be concentrated and events that affect the creditworthiness of any of those counterparties may have a pronounced effect on the fund. Derivatives are also subject to a number of other risks, including market risk and liquidity risk. Since the value of derivatives is calculated and derived from the value of other assets, instruments, or references, there is a risk that they will be improperly valued. Derivatives also involve the risk that changes in their value may not correlate perfectly with the assets, rates, or indexes they are designed to hedge or closely track. Suitable derivatives transactions may not be available in all circumstances. The fund is also subject to the risk that the counterparty closes out the derivatives transactions upon the occurrence of certain triggering events. In addition, a subadvisor may determine not to use derivatives to hedge or otherwise reduce risk exposure.

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

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

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

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

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

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

Hedging risk

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

Investment company securities risk

A fund may invest in securities of other investment companies. The total return on such investments will be reduced by the operating expenses and fees of such other investment companies, including advisory fees. Investments in closed-end funds may involve the payment of substantial premiums above the value of such investment companies' portfolio securities.

Leverage

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

Liquidity risk

A fund is exposed to liquidity risk when trading volume, lack of a market maker, or legal restrictions impair the fund's ability to sell particular securities or close derivative positions at an advantageous market price. Funds with principal investment strategies that involve investments in securities of companies with smaller market capitalizations, foreign securities, derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Exposure to liquidity risk may be heightened for funds that invest in securities of emerging markets and related derivatives that are not widely traded, and that may be subject to purchase and sale restrictions.

 

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Lifecycle risk

There is no guarantee that the subadvisors will correctly predict the market or economic conditions and, as with other mutual fund investments, you could lose money even if the fund is at or close to its designated retirement year or in its postretirement stage.

Quantitative models may not produce the desired results

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

Risk management strategies may not be successful, may limit upside potential or may permit or result in losses

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

Short positions

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

Swaps

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

Target allocation risk

The target allocation chart illustrates the funds' target allocations between equity and fixed-income securities. When a fund has a greater asset mix of equity securities, it will be less conservative and have more equity securities risk exposure. These risks are explained under "Equity securities risk." Over time, as a fund gets closer to its target date, its asset mix becomes more conservative as it contains more fixed-income and short-term fixed-income securities. The risks associated with fixed-income and short-term fixed-income securities are explained under "Interest-rate risk," "Credit and counterparty risk," and "Lower-rated fixed-income securities risk and high yield securities risk." A fund's transformation reflects the need to reduce investment risk as retirement approaches and the need for lower volatility since the fund may be a primary source of income for an investor after retirement.

Use of index futures

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

Additional information about the funds' principal risks

The principal risks of investing in each fund are summarized in the description of that fund above. These risks are more fully described below. The risks are described in alphabetical order and not in order of importance. The funds' Statement of Additional Information dated the same date as this prospectus (the "SAI") contains further details about these risks as well as information about additional risks.

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

Instability in the financial markets has led many governments, including the United States government, to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility and, in some cases, a lack of liquidity. The Dodd-Frank Wall Street Reform and Consumer Protection Act includes a number of statutory provisions, rulemaking directives and required studies that could directly or indirectly impact the funds through: (i) provisions impacting the regulatory framework; (ii) provisions impacting the funds as investors; (iii) enhancements to the enforcement authority of the Securities and Exchange Commission; (iv) risk regulation of "systematically important" financial institutions; and (v) mandated studies that may have further effects on the funds. Such legislation may impact the funds in ways that are unforeseeable. Such legislation or regulation could limit or preclude a fund's ability to achieve its investment objective.

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

 

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Active management risk

A fund that relies on the manager's ability to pursue the fund's investment objective is subject to active management risk. The manager will apply investment techniques and risk analyses in making investment decisions for a fund and there can be no guarantee that these will produce the desired results. A fund generally does not attempt to time the market and instead generally stays fully invested in the relevant asset class, such as domestic equities or foreign equities. Notwithstanding its benchmark, a fund may buy securities not included in its benchmark or hold securities in very different proportions from its benchmark. To the extent a fund invests in those securities, its performance depends on the ability of the manager to choose securities that perform better than securities that are included in the benchmark.

Arbitrage securities and distressed companies risk

A merger or other restructuring, or a tender or exchange offer, proposed or pending at the time a fund invests in risk arbitrage securities may not be completed on the terms contemplated, resulting in losses to the fund. Debt obligations of distressed companies typically are unrated, lower-rated, in default or close to default. Also, securities of distressed companies are generally more likely to become worthless than the securities of more financially stable companies.

Asset allocation management

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

Changing distribution levels risk

The distribution amounts paid by the fund generally depend on the amount of income and/or dividends received by the fund's investments. As a result of market, interest rate and other circumstances, the amount of cash available for distribution by the fund and the fund's distribution rate may vary or decline. The risk of such variability is accentuated in currently prevailing market and interest rate circumstances.

As a result of market, interest rate and other circumstances, the amount of cash available for distribution and the fund's distribution rate may vary or decline. The risk of variability and/or reduction in distribution levels is accentuated in the currently prevailing market and interest-rate circumstances. Interest rates available on investments have decreased as illustrated by the declines in effective yield on leading high yield bond indexes. In addition, as a result of these circumstances, many higher-yielding securities have been called by the issuers and refinanced with lower-yielding securities. Moreover, the fund's investments in equity, equitylike, distressed and special situation securities may result in significant holdings that currently pay low or no income, but that the subadvisor believes represent positive long-term investment opportunities. A combination of the above factors has contributed to a significant decline in certain funds' distributions rate effective in the last year.

Convertible securities risk

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

Credit and counterparty risk

This is the risk that the issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter (OTC) derivatives contract (see "Hedging, derivatives, and other strategic transactions risk"), or a borrower of a fund's securities will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations. Credit risk associated with investments in fixed-income securities relates to the ability of the issuer to make scheduled payments of principal and interest on an obligation. A fund that invests in fixed-income securities is subject to varying degrees of risk that the issuers of the securities will have their credit ratings downgraded or will default, potentially reducing the fund's share price and income level. Nearly all fixed-income securities are subject to some credit risk, which may vary depending upon whether the issuers of the securities are corporations, domestic or foreign governments, or their subdivisions or instrumentalities. U.S. government securities are subject to varying degrees of credit risk depending upon whether the securities are supported by the full faith and credit of the United States; the ability to borrow from the U.S. Treasury; only by the credit of the issuing U.S. government agency, instrumentality, or corporation; or otherwise supported by the United States. For example, issuers of many types of U.S. government securities (e.g., the Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Banks), although chartered or sponsored by Congress, are not funded by congressional appropriations, and their fixed-income securities, including asset-backed and mortgage-backed securities, are neither guaranteed nor insured by the U.S. government. An agency of the U.S. government has placed Fannie Mae and Freddie Mac into conservatorship, a statutory process with the objective of returning the entities to normal business operations. It is unclear what effect this conservatorship will have on the securities issued or guaranteed by Fannie Mae or Freddie Mac. As a result, these securities are subject to more credit risk than U.S. government securities that are supported by the full faith and credit of the United States (e.g., U.S. Treasury bonds). When a fixed-income security is not rated, a subadvisor may have to assess the risk of the security itself. Asset-backed securities, whose principal and interest payments are supported by pools of other assets, such as credit card receivables and automobile loans, are subject to further risks, including the risk that the obligors of the underlying assets default on payment of those assets.

 

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

In addition, a fund is exposed to credit risk to the extent that it makes use of OTC derivatives (such as forward foreign currency contracts and/or swap contracts) and engages to a significant extent in the lending of fund securities or the use of repurchase agreements. OTC derivatives transactions can be closed out with the other party to the transaction. If the counterparty defaults, a fund will have contractual remedies, but there is no assurance that the counterparty will be able to meet its contractual obligations or that, in the event of default, a fund will succeed in enforcing them. A fund, therefore, assumes the risk that it may be unable to obtain payments owed to it under OTC derivatives contracts or that those payments may be delayed or made only after the fund has incurred the costs of litigation. While the subadvisor intends to monitor the creditworthiness of contract counterparties, there can be no assurance that the counterparty will be in a position to meet its obligations, especially during unusually adverse market conditions.

Cybersecurity risk

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

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

Distressed investments risk

The fund invests in distressed investments including loans, loan participations, bonds, notes, and nonperforming and subperforming mortgage loans, many of which are not publicly traded and may involve a substantial degree of risk. In certain periods, there may be little or no liquidity in the markets for these securities or instruments. In addition, the prices of such securities or instruments may be subject to periods of abrupt and erratic market movements and above-average price volatility. It may be more difficult to value such securities, and the spread between the bid and asked prices of such securities may be greater than normally expected. If the subadvisor's evaluation of the risks and anticipated outcome of an investment in a distressed security should prove incorrect, the fund may lose a substantial portion or all of its investment or it may be required to accept cash or securities with a value less than the fund's original investment.

Economic and market events risk

Events in the financials sector historically have resulted, and may result from time to time, in an unusually high degree of volatility in the financial markets, both domestic and foreign. These events have included, but are not limited to: bankruptcies, corporate restructurings, and other events related to the sub-prime mortgage crisis in 2008; financial distress in the U.S. auto industry; credit and liquidity issues involving certain money market mutual funds; governmental efforts to limit short selling and high frequency trading; measures to address U.S. federal and state budget deficits, debt crises in the eurozone; S&P's downgrade of U.S. long-term sovereign debt; economic stimulus by the Japanese central bank; declines in oil prices; and dramatic changes in currency exchange rates. Both domestic and foreign equity markets have experienced increased volatility and turmoil, with issuers that have exposure to the real estate, mortgage, and credit markets particularly affected, and it is uncertain when these conditions will recur. Banks and financial services companies could suffer losses if interest rates were to rise or economic conditions deteriorate.

In addition to financial market volatility, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide. The conclusion of the U.S. Federal Reserve's quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund's performance. This reduced liquidity may result in less money being available to purchase raw materials, goods, and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in emerging-market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their securities prices. These events and the possible resulting market volatility may have an adverse effect on the fund.

Political turmoil within the United States and abroad may also impact the fund. Although the U.S. government has honored its credit obligations, it remains possible that the United States could default on its obligations. While it is impossible to predict the consequences of such an unprecedented event, it is likely that a default by the United States would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of the fund's investments. Similarly, political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. Further, certain municipalities of the United States and its territories are financially strained and may face the possibility of default on their debt obligations, which could directly or indirectly detract from the fund's performance.

Uncertainties surrounding the sovereign debt of a number of European Union (EU) countries and the viability of the EU have disrupted and may in the future disrupt markets in the United States and around the world. If one or more countries leave the EU or the EU dissolves, the world's securities

 

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markets likely will be significantly disrupted. Political and military events, including the military crises in Ukraine and the Middle East, and nationalist unrest in Europe, also may cause market disruptions.

Equity securities risk

Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate, and can decline and reduce the value of a fund investing in equities. The price of equity securities fluctuates based on changes in a company's financial condition, and overall market and economic conditions. The value of equity securities purchased by a fund could decline if the financial condition of the companies in which the fund is invested declines, or if overall market and economic conditions deteriorate. Even a fund that invests in high-quality or "blue chip" equity securities, or securities of established companies with large market capitalizations (which generally have strong financial characteristics), can be negatively impacted by poor overall market and economic conditions. Companies with large market capitalizations may also have less growth potential than smaller companies and may be less able to react quickly to changes in the marketplace.

Value investing risk. Certain equity securities (generally referred to as value securities) are purchased primarily because they are selling at prices below what the subadvisor believes to be their fundamental value and not necessarily because the issuing companies are expected to experience significant earnings growth. The fund bears the risk that the companies that issued these securities may not overcome the adverse business developments or other factors causing their securities to be perceived by the subadvisor to be underpriced or that the market may never come to recognize their fundamental value. A value stock may not increase in price, as anticipated by the subadvisor investing in such securities, if other investors fail to recognize the company's value and bid up the price or invest in markets favoring faster growing companies. The fund's strategy of investing in value stocks also carries the risk that in certain markets, value stocks will underperform growth stocks.

Growth investing risk. Certain equity securities (generally referred to as growth securities) are purchased primarily because a subadvisor believes that these securities will experience relatively rapid earnings growth. Growth securities typically trade at higher multiples of current earnings than other securities. Growth securities are often more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. At times when it appears that these expectations may not be met, growth stock prices typically fall.

Exchange-traded funds (ETFs) risk

These are a type of investment company bought and sold on a securities exchange. An ETF represents a fixed portfolio of securities designed to track a particular market index. A fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities it is designed to track, although lack of liquidity in an ETF could result in it being more volatile. An ETF has its own fees and expenses, which are borne indirectly by a fund.

Fixed-income securities risk

Fixed-income securities are generally subject to two principal types of risk: (1) interest-rate risk and (2) credit quality risk.

Interest-rate risk. Fixed-income securities are affected by changes in interest rates. When interest rates decline, the market value of fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the market value of fixed-income securities generally can be expected to decline. The longer the duration or maturity of a fixed-income security, the more susceptible it is to interest-rate risk.

Credit quality risk. Fixed-income securities are subject to the risk that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments. If the credit quality of a fixed-income security deteriorates after a fund has purchased the security, the market value of the security may decrease and lead to a decrease in the value of the fund's investments. Funds that may invest in lower-rated fixed-income securities, commonly referred to as junk securities, are riskier than funds that may invest in higher-rated fixed-income securities. Additional information on the risks of investing in investment-grade fixed-income securities in the lowest rating category and lower-rated fixed-income securities is set forth below.

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

Prepayment of principal risk. Many types of debt securities, including floating-rate loans, are subject to prepayment risk. Prepayment risk occurs when the issuer of a security can repay principal prior to the security's maturity. Securities subject to prepayment risk can offer less potential for gains when the credit quality of the issuer improves.

Foreign securities risk

Funds that invest in securities traded principally in securities markets outside the United States are subject to additional and more varied risks, as the value of foreign securities may change more rapidly and extremely than the value of U.S. securities. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers of foreign securities may not be subject to the same degree of regulation as U.S. issuers.

Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. There are generally higher commission rates on foreign portfolio transactions, transfer taxes, higher custodial costs and the possibility that foreign taxes will be charged on dividends and interest payable on foreign securities. Also, for lesser developed countries, nationalization, expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations (which may include the suspension of the ability to transfer currency or assets from a country), political changes or diplomatic developments could adversely affect a fund's investments. In the event of nationalization, expropriation or other confiscation, a fund could lose its entire investment in a foreign security. All funds that invest in foreign securities are subject to these risks. Some of the foreign risks are also applicable to funds that invest a material portion of their assets in securities of foreign issuers traded in the U.S.

 

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

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

Geographic focus risk

The fund's performance will be closely tied to the market, currency, political, economic, regulatory, geopolitical, and other conditions in the countries and regions in which the fund's assets are invested. These conditions include anticipated or actual government budget deficits or other financial difficulties, levels of inflation and unemployment, fiscal and monetary controls, and political and social instability in such countries and regions. If the subadvisor invests a large percentage of the fund's assets in issuers located in a single country, a small number of countries, or a particular geographic region, these conditions will have a more significant impact on the fund's performance, and the fund's performance may be more volatile than the performance of more geographically-diversified funds.

Hedging, derivatives, and other strategic transactions risk

The ability of a fund to utilize hedging, derivatives, and other strategic transactions successfully will depend in part on its subadvisor's ability to predict pertinent market movements and market risk, counterparty risk, credit risk, interest-rate risk, and other risk factors, none of which can be assured. The skills required to successfully utilize hedging and other strategic transactions are different from those needed to select a fund's securities. Even if the subadvisor only uses hedging and other strategic transactions in a fund primarily for hedging purposes or to gain exposure to a particular securities market, if the transaction is not successful, it could result in a significant loss to a fund. The amount of loss could be more than the principal amount invested. These transactions may also increase the volatility of a fund and may involve a small investment of cash relative to the magnitude of the risks assumed, thereby magnifying the impact of any resulting gain or loss. For example, the potential loss from the use of futures can exceed a fund's initial investment in such contracts. In addition, these transactions could result in a loss to a fund if the counterparty to the transaction does not perform as promised.

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

The use of derivative instruments may involve risks different from, or potentially greater than, the risks associated with investing directly in securities and other, more traditional assets. In particular, the use of derivative instruments exposes a fund to the risk that the counterparty to an OTC derivatives contract will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. OTC derivatives transactions typically can only be closed out with the other party to the transaction, although either party may engage in an offsetting transaction that puts that party in the same economic position as if it had closed out the transaction with the counterparty or may obtain the other party's consent to assign the transaction

 

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to a third party. If the counterparty defaults, the fund will have contractual remedies, but there is no assurance that the counterparty will meet its contractual obligations or that, in the event of default, the fund will succeed in enforcing them. For example, because the contract for each OTC derivatives transaction is individually negotiated with a specific counterparty, a fund is subject to the risk that a counterparty may interpret contractual terms (e.g., the definition of default) differently than the fund when the fund seeks to enforce its contractual rights. If that occurs, the cost and unpredictability of the legal proceedings required for the fund to enforce its contractual rights may lead it to decide not to pursue its claims against the counterparty. The fund, therefore, assumes the risk that it may be unable to obtain payments owed to it under OTC derivatives contracts or that those payments may be delayed or made only after the fund has incurred the costs of litigation. While a subadvisor intends to monitor the creditworthiness of counterparties, there can be no assurance that a counterparty will meet its obligations, especially during unusually adverse market conditions. To the extent a fund contracts with a limited number of counterparties, the fund's risk will be concentrated and events that affect the creditworthiness of any of those counterparties may have a pronounced effect on the fund. Derivatives are also subject to a number of other risks, including market risk and liquidity risk. Since the value of derivatives is calculated and derived from the value of other assets, instruments, or references, there is a risk that they will be improperly valued. Derivatives also involve the risk that changes in their value may not correlate perfectly with the assets, rates, or indexes they are designed to hedge or closely track. Suitable derivatives transactions may not be available in all circumstances. The fund is also subject to the risk that the counterparty closes out the derivatives transactions upon the occurrence of certain triggering events. In addition, a subadvisor may determine not to use derivatives to hedge or otherwise reduce risk exposure.

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

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

Equity-linked notes are subject to risks similar to those related to investing in the underlying securities. An equitylinked note is dependent on the individual credit of the note's issuer. Equity-linked notes often are privately placed and may not be rated. The secondary market for equity-linked notes may be limited.

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

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

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

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

Inverse floating-rate securities. Liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, issuer risk, and risk of disproportionate loss are the principal risks of engaging in transactions involving inverse floating-rate securities.

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

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

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

High portfolio turnover risk

A high fund portfolio turnover rate (over 100%) generally involves correspondingly greater brokerage commission and tax expenses, which must be borne directly by a fund and its shareholders, respectively. The portfolio turnover rate of a fund may vary from year to year, as well as within a year.

Hybrid instrument risk

The risks of investing in hybrid instruments are a combination of the risks of investing in securities, options, futures and currencies. Therefore, an investment in a hybrid instrument may include significant risks not associated with a similar investment in a traditional debt instrument. The risks of a particular hybrid instrument will depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the benchmark for the hybrid instrument or the prices of underlying assets to which the instrument is linked. These risks generally depend upon factors unrelated to the operations or credit quality of the issuer of the hybrid instrument and that may not be readily foreseen by the purchaser. Such factors include economic and political events, the supply and demand for the underlying assets, and interest rate movements. In recent years, various benchmarks and prices for underlying assets have been highly volatile, and such volatility may be expected in the future. Hybrid instruments may bear interest or pay preferred dividends at below-market (or even relatively nominal) rates. Hybrid instruments may also carry liquidity risk since the instruments are often "customized" to meet the needs of a particular investor. Therefore, the number of investors that would be willing and able to buy such instruments in the secondary market may be smaller than for more traditional debt securities.

Index management risk

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

 

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Industry or sector investing risk

When a fund's investments are concentrated in a particular industry or sector of the economy, they are not as diversified as the investments of most mutual funds and are far less diversified than the broad securities markets. This means that concentrated funds tend to be more volatile than other mutual funds, and the values of their investments tend to go up and down more rapidly. In addition, a fund that invests in a particular industry or sector is particularly susceptible to the impact of market, economic, regulatory, and others factors affecting that industry or sector.

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

Financial Services Industry . A fund investing principally in securities of companies in the financial services industry is particularly vulnerable to events affecting that industry. Companies in the financial services industry include commercial and industrial banks, savings and loan associations and their holding companies, consumer and industrial finance companies, diversified financial services companies, investment banking, securities brokerage and investment advisory companies, leasing companies and insurance companies.

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

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

Other Financial Services Companies . Many of the investment considerations discussed in connection with banks and insurance companies also apply to financial services companies. These companies are all subject to extensive regulation, rapid business changes, volatile performance dependent upon the availability and cost of capital and prevailing interest rates and significant competition. General economic conditions significantly affect these companies. Credit and other losses resulting from the financial difficulty of borrowers or other third parties have a potentially adverse effect on companies in this industry. Investment banking, securities brokerage and investment advisory companies are particularly subject to government regulation and the risks inherent in securities trading and underwriting activities.

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

Materials . Issuers in the materials sector could be adversely affected by commodity price volatility, exchange rates, import controls and increased competition. Production of industrial materials often exceeds demand as a result of over-building or economic downturns, leading to poor investment returns. Issuers in the materials sector are at risk for environmental damage and product liability claims and may be adversely affected by depletion of resources, technical progress, labor relations and government regulations.

Metals . The specific political and economic risks affecting the price of metals include changes in U.S. or foreign tax, currency or mining laws, increased environmental costs, international monetary and political policies, economic conditions within an individual country, trade imbalances, and trade or currency restrictions between countries. The prices of metals, in turn, are likely to affect the market prices of securities of companies mining or processing metals, and accordingly, the value of investments in such securities may also be affected. Metal-related investments as a group have not performed as well as the stock market in general during periods when the U.S. dollar is strong, inflation is low and general economic conditions are stable. In addition, returns on metal-related investments have traditionally been more volatile than investments in broader equity or debt markets.

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

 

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Technology companies . A fund investing in technology companies, including companies engaged in Internet-related activities, is subject to the risk of short product cycles and rapid obsolescence of products and services and competition from new and existing companies. The realization of any one of these risks may result in significant earnings loss and price volatility. Some technology companies also have limited operating histories and are subject to the risks of a small or unseasoned company described under "Medium and smaller company risk."

Utilities . Issuers in the utilities sector are subject to many risks, including the following: increases in fuel and other operating costs; restrictions on operations; increased costs and delays as a result of environmental and safety regulations; coping with the impact of energy conservation and other factors reducing the demand for services; technological innovations that may render existing plants, equipment or products obsolete; the potential impact of natural or man-made disasters; difficulty in obtaining adequate returns on invested capital; difficulty in obtaining approval for rate increases; the high cost of obtaining financing, particularly during periods of inflation; increased competition resulting from deregulation, overcapacity and pricing pressures; and the negative impact of regulation. Because utility companies are faced with the same obstacles, issues and regulatory burdens, their securities may react similarly and more in unison to these or other market conditions.

Initial public offerings (IPOs) risk

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

Investment company securities risk

A fund may invest in securities of other investment companies. The total return on such investments will be reduced by the operating expenses and fees of such other investment companies, including advisory fees. Investments in closed end funds may involve the payment of substantial premiums above the value of such investment companies' portfolio securities.

Issuer risk

An issuer of a security purchased by a fund may perform poorly and, therefore, the value of its stocks and bonds may decline and the issuer may default on its obligations. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, or other factors.

Large company risk

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

Liquidity risk

A fund is exposed to liquidity risk when reduced trading volume, a relative lack of market makers, or legal restrictions impair the fund's ability to sell particular securities or close derivative positions at an advantageous market price. Funds with principal investment strategies that involve investments in securities of companies with smaller market capitalizations, foreign securities, derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Exposure to liquidity risk may be heightened for funds that invest in securities of emerging markets and related derivatives that are not widely traded, and that may be subject to purchase and sale restrictions.

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

Loan participations risk

A fund's ability to receive payments of principal and interest and other amounts in connection with loans (whether through participations, assignments, or otherwise) will depend primarily on the financial condition of the borrower. The failure by a fund to receive scheduled interest or principal payments on a loan or a loan participation, because of a default, bankruptcy, or any other reason, would adversely affect the income of the fund and would likely reduce the value of its assets. Investments in loan participations and assignments present the possibility that a fund could be held liable as a co-lender under emerging legal theories of lender liability. Even with secured loans, there is no assurance that the collateral securing the loan will be sufficient to protect a fund against losses in value or a decline in income in the event of a borrower's nonpayment of principal or interest, and in the event of a bankruptcy of a borrower, the fund could experience delays or limitations in its ability to realize the benefits of any collateral securing the loan. Furthermore, the value of any such collateral may decline and may be difficult to liquidate. Because a significant percent of loans and loan participations are not generally rated by independent credit rating agencies, a decision by a fund to invest in a particular loan or loan participation could depend exclusively on the subadvisor's credit analysis of the borrower, and in the case of a loan participation, the intermediary. A fund may have limited rights to enforce the terms of an underlying loan.

 

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

Lower-rated fixed-income securities are defined as securities rated below investment grade (such as Ba and below by Moody's and BB and below by S&P) (also called junk bonds). The general risks of investing in these securities are as follows:

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

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

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

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

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

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

Medium and smaller company risk

Market risk and liquidity risk may be pronounced for securities of companies with medium-sized market capitalizations and are particularly pronounced for securities of companies with smaller market capitalizations. These companies may have limited product lines, markets, or financial resources, or they may depend on a few key employees. The securities of companies with medium and smaller market capitalizations may trade less frequently and in lesser volume than more widely held securities, and their value may fluctuate more sharply than those securities. They may also trade in the OTC market or on a regional exchange, or may otherwise have limited liquidity. Investments in less-seasoned companies with medium and smaller market capitalizations may not only present greater opportunities for growth and capital appreciation, but also involve greater risks than are customarily associated with more established companies with larger market capitalizations. These risks apply to all funds that invest in the securities of companies with smaller- or medium-sized market capitalizations. For purposes of the fund's investment policies, the market capitalization of a company is based on its capitalization at the time the fund purchases the company's securities. Market capitalizations of companies change over time. The fund is not obligated to sell a company's security simply because, subsequent to its purchase, the company's market capitalization has changed to be outside the capitalization range, if any, in effect for the fund.

Mortgage-backed and asset-backed securities risk

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

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

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

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

 

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

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

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

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

Non-diversified risk

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

Real estate securities risk

Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate.
These risks include:

declines in the value of real estate;

risks related to general and local economic conditions;

possible lack of availability of mortgage funds;

overbuilding;

extended vacancies of properties;

increased competition;

increases in property taxes and operating expenses;

changes in zoning laws;

losses due to costs resulting from the cleanup of environmental problems;

liability to third parties for damages resulting from environmental problems;

casualty or condemnation losses;

limitations on rents;

changes in neighborhood values and the appeal of properties to tenants; and

changes in interest rates.

Therefore, for a fund investing a substantial amount of its assets in securities of companies in the real estate industry, the value of the fund's shares may change at different rates compared to the value of shares of a fund with investments in a mix of different industries.

Securities of companies in the real estate industry include equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the underlying property owned by the REIT, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers, and self-liquidations. In addition, equity and mortgage REITs could possibly fail to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986 (the Code) or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower's or a lessee's ability to meet its obligations to a REIT. In the event of a default by a borrower or lessee, a REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

In addition, even the larger REITs in the industry tend to be small- to medium-sized companies in relation to the equity markets as a whole. Moreover, shares of REITs may trade less frequently and, therefore, are subject to more erratic price movements than securities of larger issuers.

 

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Short sales risk

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

Until a fund closes its short position or replaces a borrowed security, a fund will (i) segregate with its custodian cash or other liquid assets at such a level that the amount segregated plus the amount deposited with the lender as collateral will equal the current market value of the security sold short or (ii) otherwise cover its short position.

Utilities risk

Issuers in the utilities sector are subject to many risks, including: increases in fuel and other operating costs; increased costs and delays as a result of environmental and safety regulations; difficulty in obtaining approval of rate increases; the negative impact of regulation; the potential impact of natural and man-made disaster; and technological innovations that may render existing plants, equipment, or products obsolete. Because utility companies are faced with the same obstacles, issues, and regulatory burdens, their securities may react similarly and more in unison to these or other market conditions.

Additional information about the funds' investment policies (including each fund of funds)

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

Foreign Repurchase Agreements

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

Illiquid Securities

A fund is precluded from investing in excess of 15% of its net assets (or 5% in the case of Money Market Trust and Money Market Trust B) in securities that are not readily marketable. Investment in illiquid securities involves the risk that, because of the lack of consistent market demand for such securities, a fund may be forced to sell them at a discount from the last offer price.

Indexed/Structured Securities

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

Lending of Fund Securities

A fund may lend its securities so long as such loans do not represent more than 33 1/3% of the fund's total assets. As collateral for the loaned securities, the borrower gives the lending portfolio collateral equal to at least 100% of the value of the loaned securities. The collateral may consist of cash, cash equivalents or securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The borrower must also agree to increase the collateral if the value of the loaned securities increases. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially.

Loan Participations

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

Mortgage Dollar Rolls

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

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

 

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

Repurchase Agreements

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

Reverse Repurchase Agreements

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

U.S. Government Securities

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

Warrants

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

When-Issued/Delayed-Delivery/Forward Commitment Securities

A fund may purchase or sell debt or equity securities on a "when-issued," delayed-delivery or "forward commitment" basis. These terms mean that the fund will purchase or sell securities at a future date beyond customary settlement (typically trade date plus 30 days or longer) at a stated price and/or yield. At the time delivery is made, the value of when-issued, delayed-delivery or forward commitment securities may be more or less than the transaction price, and the yields then available in the market may be higher or lower than those obtained in the transaction.

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

Management

Trustees

JHVIT is managed under the direction of its Trustees. The Board oversees the business activities of the funds and retains the services of the various firms that carry out the operations of the funds. The Board may change the investment objective and strategy of a fund without shareholder approval.

Investment Management

John Hancock Investment Management Services, LLC (the "Advisor") is the investment advisor to JHVIT and is registered with the SEC as an investment advisor under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Advisor is a Delaware limited liability company with its principal offices located at 601 Congress Street, Boston, Massachusetts 02210. Its ultimate controlling parent 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 principally as "John Hancock" in the United States.

JHVIT fund shares are sold only to insurance companies and their separate accounts as the underlying investment medium for variable annuity and variable life insurance contracts and group annuity contract offered to 401(k) plans ("variable contracts"). Two of these insurance companies, John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York, are affiliates of the Advisor (the "Affiliated Insurance Companies"). The Affiliated Insurance Companies perform administrative services for the JHVIT funds in connection with the variable contracts for which they serve as the underlying investment medium. To compensate the Affiliated Insurance Companies for providing these services, the Advisor, not the JHVIT funds, pays each Affiliated Insurance Company an administrative fee equal to 0.25% of the total average daily net assets of the JHVIT funds attributable to variable contracts issued by the Affiliated Insurance Company.

 

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Subject to general oversight by the Board of Trustees, the Advisor manages and supervises the investment operations and business affairs of each fund. The Advisor selects, contracts with and compensates one or more subadvisors to manage on a day-to-day basis all or a portion of each fund's portfolio assets subject to oversight by the Advisor. The Advisor is responsible for overseeing and implementing each fund's investment program and provides a variety of advisory oversight and investment research services. The Advisor also provides management and transition services associated with certain fund events (e.g., strategy, portfolio manager or subadvisor changes) and coordinates and oversees services provided under other agreements.

The Advisor has ultimate responsibility to oversee a subadvisor and recommend to the Board of Trustees its hiring, termination, and replacement. In this capacity, the Advisor, among other things: (i) monitors the compliance of the subadvisor with the investment objectives and related policies of the fund,; (ii) reviews the performance of the subadvisor,; and (iii) reports periodically on such performance to the Board of Trustees. The Advisor employs a team of investment professionals who provide these research and monitoring services.

Subject to Board approval, the Advisor may elect to manage fund assets directly and currently manages the assets of certain funds. As compensation for its services, the Advisor receives a fee from JHVIT computed separately for each fund. Appendix A to this Prospectus is a schedule of the management fees each fund currently is obligated to pay the Advisor. The subadvisors are compensated by the Advisor and not by the funds.

The funds rely on an order from the Securities and Exchange Commission (SEC) permitting the Advisor, subject to approval by the Board of Trustees, to appoint a subadvisor or change the terms of a subadvisory agreement without obtaining shareholder approval. Each fund, therefore, is able to change subadvisors or the fees paid to a subadvisor from time to time without the expense and delays associated with obtaining shareholder approval of the change. This order does not, however, permit the Advisor to appoint a subadvisor that is an affiliate of the Advisor or JHVIT (other than by reason of serving as a subadvisor to a fund), or to increase the subadvisory fee of an affiliated subadvisor, without the approval of the shareholders.

A discussion regarding the basis for the Board's approval of the advisory and subadvisory agreements for the funds is available in the funds' semi-annual report to shareholders for the periods ended June 30, 2014 and December 31, 2014.

For information on the advisory fee for the master fund for each of the JHVIT Feeder Funds, please refer to the master fund prospectus (the American Funds Insurance Series prospectus) which accompanies this Prospectus.

Additional information about fund expenses

Each fund's annual operating expenses will likely vary throughout the period and from year to year. A fund's expenses for the current fiscal year may be higher than the expenses listed in the fund's "Annual fund operating expenses" table, for some of the following reasons: (i) a significant decrease in average net assets may result in a higher advisory fee rate if advisory fee breakpoints are not achieved; (ii) a significant decrease in average net assets may result in an increase in the expense ratio because certain fund expenses do not decrease as asset levels decrease; or (iii) fees may be incurred for extraordinary events such as fund tax expenses.

The Advisor has contractually agreed to waive its management fee or reimburse expenses (the Reimbursement) for certain participating funds of the Trust and other John Hancock Funds. The Reimbursement equals, on an annualized basis, 0.01% of that portion of the aggregate net assets of all the participating funds that exceeds $75 billion but is less than or equal to $125 billion, 0.0125% of that portion of the aggregate net assets of all the participating funds that exceeds $125 billion but is less than or equal to $150 billion, 0.0150% of that portion of the aggregate net assets of all the participating funds that exceeds $150 billion but is less than or equal to $175 billion, 0.0175% ofthat portion ofthe aggregate net assets of all the participating funds that exceeds $175 billion but is less than or equal to $200 billion, 0.02% of that portion of the aggregate net assets of all the participating funds that exceeds $200 billion but is less than or equal to $225 billion, and 0.0225% of that portion of the aggregate net assets of all the participating funds that exceeds $225 billion. The amount of the Reimbursement is calculated daily and allocated among all the participating funds in proportion to the daily net assets of each such fund. The Reimbursement may be terminated or modified at any time by the Advisor with the approval of the Trust's Board of Trustees (the Board).

Subadvisors and Portfolio Managers

Set forth below, in alphabetical order by subadvisor, is additional information about the subadvisors and the fund portfolio managers. The SAI includes additional details about the portfolio managers, including information about their compensation, accounts they manage other than the funds and their ownership of fund securities.

Allianz Global Investors U.S. LLC ("AllianzGI US")

AllianzGI US, a Delaware limited liability company, is a registered investment advisor with offices in New York, Dallas, San Diego and San Francisco. AllianzGI US is a direct, wholly-owned subsidiary of Allianz Global Investors U.S.  Holdings LLC, which in turn is owned indirectly by Allianz SE, a diversified global financial institution. AllianzGI US provides advisory services to mutual funds and institutional accounts. The Global Technology investment team is based out of their San Francisco office at 555 Mission Street, San Francisco, California 94105.

Fund

Portfolio Managers

Science & Technology Trust

Huachen Chen, CFA
Walter C. Price, Jr., CFA

Huachen Chen, CFA . Managing Director, Senior Portfolio Manager. Mr. Chen joined AllianzGI US in 1984. He has 30 years of investment-industry experience and is co-lead portfolio manager of the Global Technology strategy.

Walter C. Price, Jr., CFA . Managing Director, Senior Portfolio Manager. Mr. Price joined AllianzGI US in 1974. He has 43 years of investment-industry experience and is co-lead portfolio manager of the Global Technology strategy.

 

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Capital Research and Management Company ("CRMC")

CRMC is located at 333 South Hope Street, Los Angeles, California 90071. CRMC is a wholly-owned subsidiary of The Capital Group Companies, Inc. CRMC has been providing investment management services since 1931.

CRMC manages equity assets through three equity investment divisions and fixed-income assets through its fixed-income investment division, Capital Fixed Income Investors. The three equity investment divisions - Capital World Investors, Capital Research Global Investors and Capital Internatinal Investors - make investment decisions independently of one another.

The primary individual portfolio managers for each of the master funds are:

 

Portfolio Manager
for the Series/Title
(If Applicable)

Primary Title with Investment Advisor
(or Affiliate) and Investment Experience
During Past Five Years

Portfolio Manager's Role in
Management of the Fund(s)

Donald D. O'Neal
Vice Chairman of the Board

Partner — Capital Research Global Investors

Investment professional for 30 years, all with CRMC or affiliate

Serves as an equity portfolio manager for Growth-Income Fund

Alan N. Berro
President

Partner — Capital World Investors

Investment professional for 29 years in total;
24 years with CRMC or affiliate

Serves as an equity portfolio manager for Asset Allocation Fund

Carl M. Kawaja
Vice President

Partner — Capital World Investors

Investment professional for 28 years in total;
24 years with CRMC or affiliate

Serves as an equity portfolio manager for New World Fund

Sung Lee
Vice President

Partner — Capital Research Global Investors

Investment professional for 21 years, all with CRMC or affiliate

Serves as an equity portfolio manager for International Fund

Dylan Yolles
Vice President

Partner — Capital International Investors

Investment professional for 18 years in total;
15 years with CRMC or affiliate

Serves as an equity portfolio manager for Growth-Income Fund

Donnalisa Parks Barnum

Partner — Capital World Investors

Investment professional for 34 years in total; 29 years with CRMC or affiliate

Serves as an equity portfolio manager for Growth Fund

L. Alfonso Barroso

Partner — Capital Research Global Investors

Investment professional for 21 years, all with CRMC or affiliate

Serves as an equity portfolio manager for International Fund

J. David Carpenter

Partner — Capital World Investors; Investment professional for 21 years in total; 17 years with CRMC or affiliate

Serves as an equity portfolio manager for Asset Allocation Fund

David A. Daigle

Partner — Capital Fixed Income Investors, Capital Research Company

Investment professional for 21 years, all with CRMC or affiliate

Serves as a fixed-income portfolio manager for Asset Allocation Fund

J. Blair Frank

Partner — Capital Research Global Investors

Investment professional for 22 years in total;
21 years with CRMC or affiliate

Serves as an equity portfolio manager for Growth-Income Fund

Nicholas J. Grace

Partner — Capital World Investors

Investment professional for 25 years in total;
21 years with CRMC or affiliate

Serves as an equity portfolio manager for New World Fund

F. Galen Hoskin

Partner — Capital World Investors

Investment professional for 21 years, all with CRMC or affiliate

Serves as an equity portfolio manager for New World Fund

Claudia P. Huntington

Partner — Capital Research Global Investors

Investment professional for 42 years in total;
40 years with CRMC or affiliate

Serves as an equity portfolio manager for Growth-Income Fund

Gregory D. Johnson

Partner — Capital World Investors

Investment professional for 22 years, all with CRMC or affiliate

Serves as an equity portfolio manager for Growth Fund

 

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Michael T. Kerr

Partner — Capital World Investors

Investment professional for 32 years in total;
30 years with CRMC or affiliate

Serves as an equity portfolio manager for Growth Fund

Jonathan Knowles

Partner — Capital World Investors

Investment professional for 23 years in total; all with CRMC or affiliate

Serves as an equity portfolio manager for Global Growth Fund

Jefferey T. Lager

Partner — Capital World Investors

Investment professional for 20 years in total;
19 years with CRMC or affiliate

Serves as an equity portfolio manager for Asset Allocation Fund

Jesper Lyckeus

Partner — Capital Research Global Investors

Investment professional for 20 years in total;
19 years with CRMC or affiliate

Serves as an equity portfolio manager for International Fund

Ronald B. Morrow

Partner — Capital World Investors

Investment professional for 47 years in total;
18 years with CRMC or affiliate

Serves as an equity portfolio manager for Growth Fund

James R. Mulally

Partner, Capital Fixed-Income Investors, CRMC

Investment professional for 39 years in total;
35 years with CRMC or affiliate

Serves as a fixed-income portfolio manager for Asset Allocation Fund

Robert H. Neithart

Partner — Capital Fixed Income Investors, CRMC

Investment professional for 28 years, all with CRMC or affiliate

Serves as a fixed-income portfolio manager for New World Fund

Andraz Razen

Vice President - Capital World Investors

Investment professional for 16 years in total;
10 years with CRMC or affiliate

 

Serves as an equity portfolio manager for Growth Fund

William L. Robbins

Partner — Capital International Investors

Investment professional for 23 years in total;
20 years with CRMC or affiliate

Serves as an equity portfolio manager for Growth-Income Fund

Eugene P. Stein

Partner — Capital World Investors

Investment professional for 44 years in total;
43 years with CRMC or affiliate

Serves as an equity portfolio manager for Asset Allocation Fund

Christopher M. Thomsen

Partner — Capital Research Global Investors

Investment professional for 18 years, all with CRMC or affiliate

Serves as an equity portfolio manager for International Fund

Steven T. Watson

Partner — Capital World Investors

Investment professional for 28 years in total;
25 years with CRMC or affiliate

Serves as an equity portfolio manager for Global Growth Fund

Isabelle de Wismes

Partner — Capital World Investors

Investment professional for 31 years in total;
22 years with CRMC or affiliate

Serves as an equity portfolio manager for Global Growth Fund

Alan J. Wilson

Partner — Capital World Investors

Investment professional for 30 years in total;
24 years with CRMC or affiliate

Serves as an equity portfolio manager for Growth Fund

Additional information regarding the portfolio managers' compensation, management of other accounts, and ownership of securities in The American Funds Insurance Series can be found in the SAI.

Declaration Management & Research LLC ("Declaration")

Declaration is a Delaware limited liability company located at 1800 Tysons Boulevard, Suite 200, McLean, Virginia 22102- 4858. Declaration is an indirect wholly owned subsidiary of John Hancock Life Insurance Company ("JHLICO"). JHLICO is located at 200 Clarendon Street, Boston, Massachusetts 02117 and is an indirect wholly owned subsidiary of MFC based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

 

Funds

Portfolio Managers

Active Bond Trust

Peter Farley, CFA

Total Bond Market Trust B

Peter Farley, CFA

 

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Peter Farley, CFA . Mr. Farley joined Declaration in 1996 and is a Senior Vice President. He manages Active Core portfolios, Corporate CDO products and oversees CMBS/CRE CDO Trading and Research. Mr. Farley is a member of Declaration's Investment Committee.

Deutsche Investment Management Americas Inc. ("DIMA")
RREEF America L.L.C. ("RREEF")

DIMA, located at 345 Park Avenue, New York, New York 10154, is an indirect wholly-owned subsidiary of Deutsche Bank AG, an international commercial and investment banking group. Deutsche Bank AG is a major banking institution that is engaged in a wide range of financial services, including investment management, mutual fund, retail, private and commercial banking, investment banking and insurance. DIMA provides a full range of investment advisory services to retail and institutional clients.

RREEF, located at 222 South Riverside Plaza, 26th Floor, Chicago, Illinois 60606, is an indirect wholly-owned subsidiary of Deutsche Bank AG. RREEF has provided real estate investment management services to institutional investors since 1975.

 

Fund

Portfolio Managers

Real Estate Securities Trust

Joseph D. Fisher, CFA
John F. Robertson, CFA
John W. Vojticek
David W. Zonavetch, CPA

Joseph D. Fisher, CFA . Director and Co-Lead Portfolio Manager. Joined the company in 2004.

John F. Robertson, CFA . Managing Director and Global Head of Liquid Real Assets for Deutsche Asset & Wealth Management. Mr. Robertson joined the company in 1997.

John W. Vojticek . Managing Director and Chief Investment Officer of Real Estate & Infrastructure Securities for Deutsche Asset & Wealth Management. Mr. Vojticek joined RREEF in 1996.

David W. Zonavetch, CPA . Director and Co-Lead Portfolio Manager. Joined the company in 1998.

Dimensional Fund Advisors LP ("Dimensional")

Dimensional was organized in 1981 as "Dimensional Fund Advisors, Inc.," a Delaware corporation, and in 2006, it converted its legal name and organizational form to "Dimensional Fund Advisors LP," a Delaware limited partnership. Dimensional is engaged in the business of providing investment management services. Dimensional is located at 6300 Bee Cave Road, Building One, Austin, Texas 78746. 

Dimensional uses a team approach . The investment team includes the Investment Committee of Dimensional, portfolio managers and trading personnel. The Investment Committee is composed primarily of certain officers and directors of Dimensional who are appointed annually. Investment strategies for funds managed by Dimensional are set by the Investment Committee, which meets on a regular basis and also as needed to consider investment issues. The Investment Committee also sets and reviews all investment related policies and procedures and approves any changes in regards to approved countries, security types and brokers.

In accordance with the team approach, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding fund management based on the parameters established by the Investment Committee. Dimensional has identified the following persons as primarily responsible for coordinating the day-to-day management of the funds as set forth below.

 

Funds

Portfolio Managers

Emerging Markets Value Trust

Karen E. Umland, CFA
Joseph H. Chi, CFA
Jed S. Fogdall
Henry F. Gray

International Small Company Trust

Karen E. Umland, CFA
Joseph H. Chi, CFA
Jed S. Fogdall
Henry F. Gray

Small Cap Opportunities Trust

Henry F. Gray
Joseph H. Chi, CFA
Jed S. Fogdall
Bhanu P. Singh

Karen E. Umland, CFA . Senior Portfolio Manager and Vice President of Dimensional and a member of the Investment Committee. Ms. Umland joined Dimensional in 1993 and has been a Portfolio Manager and responsible for the international equity portfolios since 1998.

Joseph H. Chi, CFA . Co-Head of Portfolio Management, Senior Portfolio Manager and Vice President of Dimensional and chairman of the Investment Committee. Mr. Chi joined Dimensional as a Portfolio Manager in 2005 and has been cohead of the portfolio management group since 2012.

Jed S. Fogdall . Co-Head of Portfolio Management, Senior Portfolio Manager and Vice President of Dimensional and a member of the Investment Committee. Mr. Fogdall joined Dimensional as a Portfolio Manager in 2004 and has been cohead of the portfolio management group since 2012.

Henry F. Gray . Head of Global Equity Trading and Vice President and a member of the Investment Committee. Mr. Gray joined Dimensional in 1995 and was a Portfolio Manager from 1995 to 2005 and has been the Head of Global Equity Trading since 2006.

 

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Bhanu P. Singh . Senior Portfolio Manager and Vice President of Dimensional. Mr. Singh joined Dimensional in 2003 and has been a portfolio manager since 2012.

First Quadrant, L.P. ("First Quadrant")

Established in 1988 and located at 800 E. Colorado Boulevard, Suite 900, Pasadena, California 91101, First Quadrant, an innovative investment management firm specializing in global macro and equity strategies, provides asset management services to corporations, endowments, foundations and public pension plans. The general partner of First Quadrant is Affiliated Managers Group, Inc., a publicly traded company.

 

Fund

Portfolio Managers

Currency Strategies Trust

Dori Levanoni
Jeppe Ladekarl

Dori Levanoni . Partner and senior member of First Quadrant's investment team. He is involved in all aspects of product development; portfolio model building, investment risk measurement, investment risk allocation, and portfolio optimization. Mr. Levanoni rejoined First Quadrant in 1996 and in 1988 joined the investment team.

Jeppe Ladekarl . Partner and senior member of First Quadrant's investment team. He is involved in all aspects of product development; portfolio model building, investment risk measurement, investment risk allocation, and portfolio optimization. Mr. Ladekarl joined First Quadrant in 2009.

Franklin Advisers, Inc. ("Franklin Advisers")

Franklin Advisers is located at One Franklin Parkway, San Mateo, California 94403. Franklin Advisers is a direct wholly owned subsidiary of Franklin Resources, Inc.

 

Fund

Portfolio Managers

Income Trust

Edward D. Perks, CFA
Alex Peters, CFA
Matt Quinlan

Edward D. Perks, CFA . Executive Vice President and Director of Portfolio Management. Mr. Perks joined Franklin Templeton Investments in 1992.

Alex Peters, CFA . Vice President, Research Analyst and Portfolio Manager with Franklin Equity Group. He joined Franklin Templeton Investments in 1992.

Matt Quinlan . Vice President, Research Analyst and Portfolio Manager for Franklin Equity Group. He joined Franklin Templeton Investments in 2005.

Franklin Mutual Advisers ("Franklin Mutual")

Franklin Mutual is located at 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078. Franklin Mutual is an indirect wholly owned subsidiary of Franklin Resources, Inc.

 

Fund

Portfolio Managers

Mutual Shares Trust

Peter Langerman
F. David Segal, CFA
Deborah A. Turner, CFA

Peter Langerman. C hairman, President and CEO of Franklin Mutual Advisers, LLC. Mr. Langerman rejoined Franklin Templeton Investments in 2005. He joined Franklin Templeton Investments in 1996, serving in various capacities, including President and Chief Executive Officer of Franklin Mutual before leaving in 2002 and serving as director of New Jersey's Division of Investment, overseeing employee pension funds.

F. David Segal, CFA . Prior to joining Franklin Templeton Investments in 2002, Mr. Segal was an analyst in the Structured Finance Group of MetLife for the period 1999-2002.

Deborah A. Turner, CFA  has been with Franklin Templeton Investments since 1996.

Grantham, Mayo, Van Otterloo & Co. LLC ("GMO")

GMO, with offices at 40 Rowes Wharf, Boston, Massachusetts 02110, is a private company founded in 1977 that provides investment advisory services to, among others, the GMO Funds. GMO manages assets on a worldwide basis for institutional investors such as pension plans, endowments and foundations.

 

Funds

Portfolio Managers

U.S. Equity Trust

Global Equity Tream

International Core Trust

Global Equity Team

Global Equity Team . Day-to-day management of the fund is the responsibility of the Team. The Team's members work collaboratively to manage the fund, and no one person is primarily responsible for day-to-day management. The senior member of the Team responsible for managing the implementation and monitoring the overall portfolio management of the funds are:

Dr. David Cowan . Co-Director of the Team; joined GMO in 2006 and has been responsible for portfolio management of GMO's domestic equity portfolios since 2006 and GMO's international equity portfolios since 2012.

Dr. Thomas Hancock . Co-Director of the Team; joined GMO in 1995 and has been responsible for overseeing the portfolio management of GMO's international developed market and global equity portfolios since 1998.

 

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Mr. Ben Inker . Co-Head, Asset Allocation Team, GMO. Mr. Inker has been responsible for overseeing the portfolio management of GMO's asset allocation portfolios since 1996.

Mr. Sam Wilderman . Co-Head, Asset Allocation Team, GMO. Mr. Wilderman has been responsible for overseeing portfolio management of GMO's asset allocation portfolios since September 2012. Previously, Mr. Wilderman was Co-Head of GMO's Global Equity Team.

The senior members allocate responsibility for portions of the fund to various members of the Team, oversee the implementation of trades on behalf of the fund, review the overall composition of the fund's portfolios, and monitor cash flows.

Invesco Advisers, Inc. ("Invesco")

Invesco is an indirect wholly owned subsidiary of Invesco Ltd., whose principal business address is 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Invesco, an investment advisor since 1976, is a publicly traded company that, through its subsidiaries, engages in the business of investment management on an international basis. Invesco, and/or its affiliates is the investment advisor for mutual funds, separately managed accounts, such as corporate and municipal pension plans, charitable institutions and private individuals.

 

Funds

Portfolio Managers

International Growth Stock Trust

Clas Olsson
Mark Jason
Matthew Dennis
Richard Nield
Brently Bates

Small Company Growth Trust

Juliet Ellis (Lead Manager)
Juan Hartsfield
Clay Manley

Small Cap Opportunities Trust

Juliet Ellis (Lead Manager)
Juan Hartsfield

Value Trust

Thomas Copper (Co-Lead Manager)
John Mazanec (Co-Lead Manager)
Sergio Marcheli

Juliet Ellis . Lead Portfolio Manager, has been with Invesco and/or its affiliates since 2004.

Juan Hartsfield . Portfolio Manager, has been associated with Invesco and/or its affiliates since 2004.

Clay Manley . Portfolio Manager, who has been associated with Invesco and/or its affiliates since 2001.

Thomas Copper . Portfolio Manager (Co-Lead), who has been with Invesco and/or its affiliates since 2010; formerly, Mr. Cooper was associated with Van Kampen Asset Management in an investment capacity (1986-2010).

Sergio Marcheli . Portfolio Manager, who has been with Invesco and/or its affiliates since 2010; formerly, Mr. Marcheli was associated with Morgan Stanley Investment Management Inc. in an investment management capacity (2002 to 2010).

John Mazanec . Portfolio Manager (Co-Lead), who has been with Invesco and/or its affiliates since 2010; formerly, Mr. Mazanec was associated with Van Kampen Asset Management (June 2008 to 2010) and, prior to that, he was a portfolio manager at Wasatch Advisers.

Clas Olsson . Lead Portfolio Manager (with respect to the fund's investments in Europe and Canada), who has been with the Invesco and/or its affiliates since 1994.

Mark Jason . Portfolio Manager, who has been with Invesco and/or its affiliates since 2001.

Matthew Dennis . Portfolio Manager, who has been with Invesco and/or its affiliates since 2000.

Richard Nield . Portfolio Manager, who has been with Invesco and/or affiliates since 2000.

Brently Bates . Portfolio Manager, who has been with Invesco and/or affiliates since 1996.

Jennison Associates LLC ("Jennison")

Jennison, 466 Lexington Avenue, New York, New York 10017, is a Delaware limited liability company and has been (including its predecessor, Jennison Associates Capital Corp.) in the investment advisory business since 1969. Jennison is a direct, wholly-owned subsidiary of Prudential Investment Management, Inc., which is a direct, wholly-owned subsidiary of Prudential Asset Management Holding Company LLC, which is a direct, wholly-owned subsidiary of Prudential Financial, Inc.

 

Fund

Portfolio Managers

Capital Appreciation Trust

Michael A. Del Balso
Kathleen A. McCarragher
Spiros "Sig" Segalas

Michael A. Del Balso . Joined Jennison in 1972 and is a Managing Director of Jennison. He is also Jennison's Director of Research for Growth Equity.

Kathleen A. McCarragher . Joined Jennison in 1998 and is a Director and Managing Director of Jennison. She is also Jennison's Head of Growth Equity. Prior to joining Jennison, she was employed at Weiss, Peck & Greer L.L.C. for six years as a Managing Director and the Director of Large Cap Growth Equities.

Spiros "Sig" Segalas . Mr. Segalas was a founding member of Jennison in 1969 and is currently a Director and the President and Chief Investment Officer of Jennison.

 

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Mr. Del Balso generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment and management of cash flows.

The portfolio managers for the fund are supported by other Jennison portfolio managers, research analysts and investment professionals. Team members conduct research, make securities recommendations and support the portfolio managers in all activities. Members of the team may change from time to time.

John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

John Hancock Asset Management a division of Manulife Asset Management (North America) Limited ("John Hancock Asset Management (North America)") is a corporation subject to the laws of Canada. Its principal business at the present time is to provide investment management services to the portfolios of JHVIT for which it is the subadvisor as well as other portfolios advised by the Advisor. John Hancock Asset Management (North America) is an indirect, wholly-owned subsidiary of MFC based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, including Manulife Asset Management Limited and Manulife Asset Management (Hong Kong) Limited ("MAMHK"), collectively known as Manulife Financial. The address of Manulife Asset Management (North America) Limited is 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5.

 

Funds

Portfolio Managers

500 Index Trust B

Brett Hryb, CFA
Ashikhusein Shahpurwala, CFA

Core Strategy Trust

N/A

Lifecycle 2010 Trust

N/A

Lifecycle 2015 Trust

N/A

Lifecycle 2020 Trust

N/A

Lifecycle 2025 Trust

N/A

Lifecycle 2030 Trust

N/A

Lifecycle 2035 Trust

N/A

Lifecycle 2040 Trust

N/A

Lifecycle 2045 Trust

N/A

Lifecycle 2050 Trust

N/A

Lifestyle Aggressive MVP

N/A

Lifestyle Aggressive PS Series

N/A

Lifestyle Balanced MVP

N/A

Lifestyle Balanced PS Series

N/A

Lifestyle Conservative MVP

N/A

Lifestyle Conservative PS Series

N/A

Lifestyle Growth MVP

N/A

Lifestyle Growth PS Series

N/A

Lifestyle Moderate MVP

N/A

Lifestyle Moderate PS Series

N/A

Mid Cap Index Trust

Brett Hryb, CFA
Ashikhusein Shahpurwala, CFA

Money Market Trust

Faisal Rahman, CFA

Money Market Trust B

Faisal Rahman, CFA

Small Cap Index Trust

Brett Hryb, CFA
Ashikhusein Shahpurwala, CFA

Total Stock Market Index Trust

Brett Hryb, CFA
Ashikhusein Shahpurwala, CFA

Brett Hryb, CFA . Senior Managing Director and Senior Portfolio Manager; joined Manulife Asset Management, Ltd in 1996, with John Hancock Asset Management (North America) since 2003.

Ashikhusein Shahpurwala, CFA . Managing Director and Portfolio Manager; joined Manulife Asset Management, Limited in 2007, with John Hancock Asset Management (North America) since 2003.

Faisal Rahman, CFA . Managing Director and Portfolio Manager; joined Manulife Asset Management Limited in 2001, with John Hancock Asset Management (North America) since 2003.

 

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John Hancock Asset Management a division of Manulife Asset Management (US) LLC

John Hancock Asset Management a division of Manulife Asset Management (US) LLC, a Delaware limited liability company located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603, was founded in 1979. It is a wholly-owned subsidiary of John Hancock Financial Services, Inc. ("JHFS") and an affiliate of the Advisor. JHFS is a subsidiary of MFC, based in Toronto, Canada. MFC is the holding company of the Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

 

Funds

Portfolio Managers

Bond Trust

Howard C. Greene
Jeffrey N. Given

Core Strategy Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Financial Industries Trust

Susan A. Curry
Lisa A. Welch

Fundamental All Cap Core Trust

Walter McCormick, CFA
Emory (Sandy) Sanders, CFA
Jonathan White, CFA

Fundamental Large Cap Value Trust

Walter McCormick, CFA
Emory (Sandy) Sanders, CFA
Nicholas Renart

Franklin Templeton Founding Allocation Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifecycle 2010 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifecycle 2015 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifecycle 2020 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifecycle 2025 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifecycle 2030 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifecycle 2035 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifecycle 2040 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifecycle 2045 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

 

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Lifecycle 2050 Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Aggressive MVP

Robert Boyda
Marcelle Daher, CFA
Jeffrey N. Given
Luning "Gary" Li
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Aggressive PS Series

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Balanced MVP

Robert Boyda
Marcelle Daher, CFA
Jeffrey N. Given
Luning "Gary" Li
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Balanced PS Series

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Conservative MVP

Robert Boyda
Marcelle Daher, CFA
Jeffrey N. Given
Luning "Gary" Li
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Conservative PS Series

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Growth MVP

Robert Boyda
Marcelle Daher, CFA
Jeffrey N. Given
Luning "Gary" Li
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Growth PS Series

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Moderate MVP

Robert Boyda
Marcelle Daher, CFA
Jeffrey N. Given
Luning "Gary" Li
Steve Medina, CFA
Nathan Thooft, CFA

Lifestyle Moderate PS Series

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Short-Term Government Income Trust

Howard C. Greene
Jeffrey N. Given

 

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Strategic Equity Allocation Trust

Robert Boyda
Marcelle Daher, CFA
Steve Medina, CFA
Nathan Thooft, CFA

Strategic Income Opportunities Trust

Daniel S. Janis III
Thomas C. Goggins
Kisoo Park

Ultra Short Term Bond Trust

Howard C. Greene
Jeffrey N. Given

Robert Boyda . Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management; joined John Hancock Asset Management in 2009.

Susan A. Curry . Portfolio Manager; joined fund team in 2004; Research Officer (2004–2006); Assistant Vice President and Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC (since 2006); began business career in 1993

Marcelle Daher, CFA . Managing Director, previously Vice President and Director of Investments, Investment Management Services, John Hancock Financial (2008-2011); joined Manulife Financial in 2008.

Jeffrey N. Given . Vice President; joined John Hancock Asset Management in 1993.

Thomas C. Goggins . Senior portfolio manager John Hancock Asset Management (since 2009); Co-founder and Director of Research, Fontana Capital (2005–2009).

Howard C. Greene . Senior Vice President; joined John Hancock Asset Management in 2002; previously a Vice President of Sun Life Financial Services Company of Canada.

Daniel S. Janis III . Vice President; joined John Hancock Asset Management in 1999; previously a senior risk manager at BankBoston (1997–1999).

Luning "Gary" Li . Managing Director and Senior Portfolio Manager, John Hancock Asset Management a division of Manulife Asset Management (US) LLC; joined John Hancock Asset Management in 2013; Manager of Derivatives Risk Management at MetLife (2012-2013); Director of Risk Management and Asset Allocation at the South Carolina Retirement System Investment Commission (2011-2012); Director of Derivatives and Alternative Strategies at Evergreen Investments (2006-2011).

Walter McCormick, CFA . Senior Managing Director, Senior Portfolio Manager; prior to joining Manulife Asset Management in 2010, Walter McCormick was managing director and senior portfolio manager with the Berkeley Street Equity team at Wells Capital Management. He is also past president of the Providence Society of Financial Analysts. Mr. McCormick began his investment career in 1970.

Steve Medina, CFA . Senior Managing Director and Senior Portfolio Manager, John Hancock Asset Management; joined John Hancock Asset Management, LLC in 2009.

Kisoo Park . Mr. Park is a managing director and portfolio manager on the Global Multi-Sector Fixed Income team for John Hancock Asset Management a division of Manulife Asset Management (US) LLC and is responsible for portfolio management and research of global bonds and currencies. Mr. Park joined John Hancock Asset Management in 2011 from Ardon Maroon Fund Management HK Ltd, a hedge fund advisory firm based in Hong Kong, where he was a founding member and COO.

Nicholas Renart . Managing Director, Portfolio Manager; prior to joining Manulife Asset Management in 2011, Nicholas Renart was an associate with Citi Venture Capital International. Mr. Renart began his investment career in 2005.

Emory (Sandy) Sanders, CFA . Senior Managing Director, Senior Portfolio Manager; prior to joining Manulife Asset Management in 2010, Sandy Sanders was a portfolio manager on the Berkeley Street Equity Team at Wells Capital Management. Mr. Sanders began his investment career in 1997.

Nathan Thooft, CFA . Managing Director of Asset Allocation, Portfolio Solutions Group (PSG); previously Vice President and Director of Investments for Investment Management Services, John Hancock Financial (2008-2011); joined Manulife Financial in 2008.

Lisa A. Welch. Senior Portfolio Manager; joined fund team in 1998.

Jonathan White, CFA . Managing Director, Portfolio Manager; prior to joining Manulife Asset Management in 2011, Jonathan White was a senior analyst with the Berkeley Street Equity team at Wells Capital Management. Mr. White began his investment career in 1997.

Massachusetts Financial Services Company ("MFS")

MFS is America's oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). MFS is located at 111 Huntington Avenue, Boston, Massachusetts 02199.

 

Fund

Portfolio Manager

Utilities Trust

Maura A. Shaughnessy
Claud P. Davis

Maura A. Shaughnessy . Portfolio Manager; employed in the investment area of MFS since 1991.

Claud P. Davis . Portfolio Manager; employed in the investment area of MFS since 1994.

 

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Pacific Investment Management Company LLC ("PIMCO")

PIMCO is a majority owned subsidiary of Allianz Asset Management with minority interests held by certain of its current and former officers, by Allianz Asset Management of America LLC, and by PIMCO Partners, LLC, a California limited liability company. Prior to December 31, 2011, Allianz Asset Management was named Allianz Global Investors of America L.P. PIMCO Partners, LLC is owned by certain current and former officers of PIMCO. Through various holding company structures, Allianz Asset Management is majority owned by Allianz SE.

 

Funds

Portfolio Managers

Global Bond Trust

Andrew Balls
Sachin Gupta
Lorenzo Pagani, Ph.D.

Real Return Bond Trust

Jeremie Banet
Mihir P. Worah

Andrew Balls. Mr. Balls is PIMCO's CIO Global Fixed Income. Based in the London office, he oversees the firm's European, Asia-Pacific, emerging markets and global specialist investment teams. He manages a range of global and European portfolios and is a member of the Investment Committee and the Executive Committee. Previously, he was head of European portfolio management, a global portfolio manager in the Newport Beach office and the firm's global strategist. Prior to joining PIMCO in 2006, he was an economics correspondent and columnist for the Financial Times in London, New York and Washington, DC. He has 16 years of investment and economics/financial markets experience and holds a bachelor's degree from Oxford and a master's degree from Harvard University. He was a lecturer in economics at Keble College, Oxford. Mr. Balls was nominated by Morningstar in 2013 for European Fixed-Income Fund Manager of the Year.

Jeremie Banet . Mr. Banet is an executive vice president in the Newport Beach office and a portfolio manager on the real return team. Prior to joining PIMCO in 2011, he traded inflation-linked investments at Nomura Fixed Income. Prior to that, he was with BNP Paribas, most recently as head of U.S. inflation trading. He has 14 years of investment and financial services experience and holds a master's degree in applied economics and an undergraduate degree from Paris IX Dauphine University.

Sachin Gupta . Mr. Gupta is an executive vice president and global portfolio manager in the Newport Beach office, and head of the global desk. He is a member of the European Portfolio Committee and a rotating member of the Asia-Pacific Portfolio Committee. Previously, he was in PIMCO's London office managing European LDI portfolios. Before that, he was part of PIMCO's global portfolio management team in the Singapore office. In these roles, he focused on investments in government bonds, sovereign credit derivatives and interest rate derivatives across global markets. Prior to joining PIMCO in 2003, he was in the fixed income and currency derivatives group at ABN AMRO Bank. He has 17 years of investment experience and holds an MBA from XLRI, India. He received an undergraduate degree from Indian Institute of Technology, Delhi.

Scott Mather . Mr. Mather is CIO U.S. Core Strategies and a managing director in the Newport Beach office. He is a member of the Investment Committee and a generalist portfolio manager. Previously he was head of global portfolio management. Before that, he led portfolio management in Europe, managed euro and pan-European portfolios and worked closely with many Allianz-related companies. He also served as a managing director of Allianz Global Investors KAG. Prior to these roles, Mr. Mather co-headed PIMCO's mortgage- and asset-backed securities team. Prior to joining PIMCO in 1998, he was a fixed income trader specializing in mortgage-backed securities at Goldman Sachs in New York. He has 20 years of investment experience and holds a master's degree in engineering, as well as undergraduate degrees, from the University of Pennsylvania.

Mark R. Kiesel . Mr. Kiesel is CIO Global Credit and a managing director in the Newport Beach office. He is a member of the Investment Committee, a generalist portfolio manager and the global head of corporate bond portfolio management, with oversight for the firm's investment grade, high yield, bank loan, municipal and insurance business as well as credit research. Morningstar named him Fixed-Income Fund Manager of the Year in 2012 and a finalist in 2010. He has written extensively on the topic of global credit markets, founded the firm's Global Credit Perspectives publication and regularly appears in the financial media. He joined PIMCO in 1996 and previously served as PIMCO's global head of investment grade corporate bonds and as a senior credit analyst. He has 22 years of investment experience and holds an MBA from the University of Chicago's Graduate School of Business. He received his undergraduate degree from the University of Michigan.

Lorenzo Pagani, Ph.D. Dr. Pagani is a managing director and portfolio manager in the Munich office and head of the European government bond and European rates desk. He is also a member of the European portfolio committee and a member of the counterparty risk committee. Prior to joining PIMCO in 2004, he was with the nuclear engineering department at the Massachusetts Institute of Technology (MIT) and with Procter & Gamble in Italy. He has 12 years of investment experience and holds a Ph.D. in nuclear engineering from MIT. He graduated from the Financial Technology Option program of MIT/Sloan Business School and holds a joint master of science degree from the Politecnico di Milano in Italy and the Ecole Centrale de Paris in France.

Mihir P. Worah . Mr. Worah is CIO Real Return and Asset Allocation and a managing director in the Newport Beach office. He is a member of the Investment Committee, a generalist portfolio manager and head of the real return and multi-asset portfolio management teams. Prior to joining PIMCO in 2001, he was a postdoctoral research associate at the University of California, Berkeley, and the Stanford Linear Accelerator Center, where he built models to explain the difference between matter and anti-matter. In 2012 he co-authored "Intelligent Commodity Indexing," published by McGraw-Hill. He has 14 years of investment experience and holds a Ph.D. in theoretical physics from the University of Chicago.

QS Investors, LLC. ("QS Investors")

QS Investors, LLC. ("QS Investors") is a Delaware limited liability company located at 880 Third Avenue, 7th Floor New York, NY 10022. On May 31, 2014, QS Investors became a wholly-owned, independently-managed affiliate of Legg Mason, Inc. A majority of the senior members of QS Investors are former members of DIMA's Quantitative Strategies Group that previously provided services to the All Cap Core Trust.

 

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Fund

Portfolio Managers

All Cap Core Trust

Russell Shtern, CFA
Robert Wang

Robert Wang . Head of Portfolio Implementation. Prior to joining QS Investors in August 2010, Mr. Wang managed the All Cap Core Trust as Managing Director and Global Head of Quantitative Strategies Portfolio Management at DIMA. Mr. Wang joined DIMA in 1995 as a senior fixed-income portfolio manager.

Russell Shtern, CFA . Portfolio Manager. Prior to joining QS Investors in August 2010, Russell Shtern managed the All Cap Core Trust as Vice President and Portfolio Manager for Active Quantitative Equity at DIMA. Mr. Shtern joined DIMA in 1999 as a trader's assistant on the options and equity swaps desk.

SSGA Funds Management, Inc. ("SSGA FM")

SSGA FM is located at One Lincoln Street, Boston, Massachusetts 02111. SSGA FM is an SEC registered investment advisor and is a wholly owned subsidiary of State Street Corporation ("State Street"), a publicly held bank holding company. SSGA FM and other advisory affiliates of State Street make up State Street Global Advisors ("SSGA"), the investment management arm of State Street. 

The International Equity Index Trust B is managed by SSGA's Global Equity Beta Solutions ("GEBS") Team. Portfolio managers Thomas Coleman and Karl Schneider are jointly and primarily responsible for the day-to-day management of the Portfolio.

Fund

Portfolio Managers

International Equity Index Trust B

Thomas Coleman, CFA
Karl Schneider, CAIA

Thomas Coleman, CFA . Vice President; joined SSGA FM in 1998. Mr. Coleman is a Vice President of SSGA FM and a Senior Portfolio Manager in GEBS. Within GEBS, Tom is the Emerging Markets Strategy leader and as such, he is responsible for the management of a variety of commingled, segregated, and exchange traded products benchmarked to international strategies, including MSCI Emerging and ACWI, as well as S&P Emerging Markets. Tom is also responsible for domestic strategies benchmarked to Russell, Standard & Poors, and NASDAQ Indices.

Karl Schneider, CAIA . Vice President; joined SSGA FM in 1997. Mr. Schneider is a Vice President of SSGA FM and Head of US Equity Strategies for GEBS, where in addition to overseeing the management of the US equity index strategies, he also serves as a portfolio manager for a number of the group's passive equity portfolios. Previously within GEBS, he served as a portfolio manager and product specialist for synthetic beta strategies, including commodities, buy/write, and hedge fund replication. Karl is also a member of the SSGA Derivatives Committee.

Templeton Global Advisors Limited ("Templeton Global")

Templeton Global is located at Box N-7759, Lyford Cay, Nassau, Bahamas and has been in the business of providing investment advisory services since 1954. Templeton Global is an indirect wholly owned subsidiary of Franklin Resources, Inc.

 

Fund

Portfolio Managers

Global Trust

Norman J. Boersma, CFA
Tucker Scott, CFA
Lisa Myers, CFA

Norman J. Boersma, CFA . Lead Portolio Manager; Chief Investment Officer of Templeton Global Equity Group (TGEG) and President of Templeton Global Advisors. joined Templeton Global in 1991.

Tucker Scott, CFA . Executive Vice President; Portfolio Manager and Research Analyst; joined Templeton Global in 1996.

Lisa Myers, CFA . Executive Vice President; Portfolio Manager; joined Templeton Global in 1996.

Templeton Investment Counsel, LLC ("Templeton")

Templeton is located at 300 S. E. 2nd Street, Ft. Lauderdale, Florida 33301, and has been in the business of providing investment advisory services since 1954. Templeton is an indirect wholly owned subsidiary of Franklin Resources, Inc.

 

Fund

Portfolio Managers

International Value Trust

Tucker Scott, CFA
Cindy Sweeting, CFA
Peter Nori, CFA

Tucker Scott, CFA . Lead Portfolio Manager, Executive Vice President; joined Templeton Global in 1996.

Cindy Sweeting, CFA . President, Director of Portfolio Management, Portfolio Manager; joined Templeton in 1997.

Peter Nori, CFA . Executive Vice President, Portfolio Manager; joined Templeton in 1994.

T. Rowe Price Associates, Inc. ("T. Rowe Price")

T. Rowe Price, 100 East Pratt Street, Baltimore, Maryland 21202, was founded in 1937. T. Rowe Price and its affiliates manage over eleven million individual and institutional investor accounts.

 

Funds

Portfolio Managers

Blue Chip Growth Trust

Larry J. Puglia

 

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Capital Appreciation Value Trust

David R. Giroux

Equity-Income Trust

John D. Linehan*
Brian C. Rogers

Health Sciences Trust

Taymour R. Tamaddon

Mid Value Trust

David J. Wallack

New Income Trust

Daniel O. Shackelford

Science & Technology Trust

Ken Allen

Small Company Value Trust

J. David Wagner, CFA

Ken Allen . Vice President; joined T. Rowe Price in 2000.

David R. Giroux . Vice President; joined T. Rowe Price in 1998.

John D. Linehan . Vice President; joined T. Rowe Price in 1998. 

Larry J. Puglia . Vice President; joined T. Rowe Price in 1990.

Brian C. Rogers, CFA, CIC . Vice President; joined T. Rowe Price in 1982.

Daniel O. Shackelford . Vice President; joined T. Rowe Price in 1999.

Taymour R. Tamaddon . Vice President; joined T. Rowe Price in 2004.

J. David Wagner . Vice President; joined T. Rowe Price in 2000.

David J. Wallack . Vice President; joined T. Rowe Price in 1990.

*Effective November 1, 2015 John D. Linehan will replace Brian C. Rogers as the fund's portfolio manager.

Wellington Management Company LLP ("Wellington Management")

Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. Wellington Management has identified the following persons as jointly and primarily responsible for the day-to-day management of the funds' portfolio as set forth below.

 

Funds

Portfolio Managers

Alpha Opportunities Trust

Kent M. Stahl, CFA
Gregg R. Thomas, CFA

Investment Quality Bond Trust

Lucius T. (L.T.) Hill III
Campe Goodman, CFA
Joseph F. Marvan, CFA

Mid Cap Stock Trust

Michael T. Carmen, CFA
Mario E. Abularach, CFA
Stephen Mortimer

Small Cap Growth Trust

Steven C. Angeli, CFA
Mario E. Abularach, CFA
Stephen Mortimer

Small Cap Value Trust

Timothy J. McCormack, CFA
Shaun F. Pedersen

Mario E. Abularach, CFA . Senior Managing Director and Equity Research Analyst of Wellington Management; joined the firm as an investment professional in 2001.

Steven C. Angeli, CFA . Senior Managing Director and Equity Portfolio Manager of Wellington Management; joined the firm as an investment professional in 1994.

Michael T. Carmen, CFA . Senior Managing Director and Equity Portfolio Manager of Wellington Management; joined the firm as an investment professional in 1999.

Campe Goodman, CFA . Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management; joined the firm as an investment professional in 2000.

Lucius T. (L.T.) Hill III . Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management; joined the firm as an investment professional in 1993.

Joseph F. Marvan, CFA . Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management; joined the firm as an investment professional in 2003.

Timothy J. McCormack, CFA . Senior Managing Director and Equity Portfolio Manager of Wellington Management; joined the firm as an investment professional in 2000.

 

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Stephen Mortimer . Senior Managing Director and Equity Portfolio Manager of Wellington Management; joined the firm as an investment professional in 2001.

Shaun F. Pedersen . Senior Managing Director and Equity Portfolio Manager of Wellington Management; joined the firm as an investment professional in 2004.

Kent M. Stahl, CFA . Senior Managing Director and Director of Investments and Risk Management of Wellington Management; joined the firm as an investment professional in 1998.

Gregg R. Thomas, CFA . Senior Managing Director and Director of Risk Management of Wellington Management; joined the firm in 2001 and has been an investment professional since 2004.

Wells Capital Management, Incorporated ("WellsCap")

WellsCap, located at 525 Market St., San Francisco, California, is a registered investment adviser that provides investment advisory services for registered mutual funds, company retirement plans, foundations, endowments, trust companies and high net-worth individuals. WellsCap is a wholly-owned subsidiary of Wells Fargo Bank, N.A., which in turn is indirectly wholly-owned by Wells Fargo & Company, a publicly listed company.

 

Fund

Portfolio Managers

Core Bond Trust

Thomas O'Connor, CFA
Troy Ludgood

Thomas O'Connor, CFA . Senior Portfolio Manager and Co-Head of the Montgomery Fixed Income team at Wells Capital Management; joined Wells Capital Management in 2003.

Troy Ludgood . Senior Portfolio Manager and Co-Head of the Montgomery Fixed Income team at Wells Capital Management; joined Wells Capital Management in 2004.

Western Asset Management Company ("Western Asset")

Western Asset Management Company Limited serves as sub-subadvisor*

Western Asset is one of the world's leading investment management firms. Its sole business is managing fixed-income portfolios, an activity the Firm has pursued since 1971. From offices in Pasadena, New York, Sao Paulo, London, Dubai, Singapore, Hong Kong, Tokyo and Melbourne, Western Asset's 865 employees perform investment services for a wide variety of global clients. The Firm's clients include charitable, corporate, health care, insurance, mutual fund, public and union organizations, and client portfolios range across an equally wide variety of mandates, from money markets to emerging markets. Western Asset's client base totals 509, representing 40 countries and 1,046 accounts.

 

Fund

Portfolio Manager

High Yield Trust*

Michael C. Buchanan
S. Kenneth Leech

Michael C. Buchanan . Deputy Chief Investment Officer; joined Western Asset in 2005.

S. Kenneth Leech . Chief Investment Officer of Western Asset; joined Western Asset in 1990.

  

Share classes and Rule 12b-1 plans

Share classes

The funds may issue four classes of shares: Series I, Series II, Series III and NAV shares (not all funds issue all share classes). Each share class is the same except for differences in the allocation of fund expenses and voting rights as described below.

The expenses of each fund are generally borne by its Series I, Series II, Series III and NAV shares (as applicable) based on the net assets of the fund attributable to shares of each class. "Class expenses," however, are allocated to each class. "Class expenses" include Rule 12b-1 fees (if any) paid by a share class and other expenses determined by the Advisor to be properly allocable to a particular class. The Advisor will make such allocations in a manner and using such methodology as it determines to be reasonably appropriate, subject to ratification or approval by the Board. The kinds of expenses that the Advisor may allocate to a particular class include the following: (i) printing and postage expenses related to preparing and distributing to the shareholders of a specific class (or owners of contracts funded by shares of such class) materials such as shareholder reports, prospectuses and proxies; (ii) professional fees relating solely to such class; (iii) Trustees' fees, including independent counsel fees, relating specifically to one class; and (iv) expenses associated with meetings of shareholders of a particular class.

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

Rule 12b-1 Plans

Rule 12b-1 fees will be paid to JHVIT's Distributor, John Hancock Distributors, LLC, or any successor thereto (the "Distributor").

To the extent consistent with applicable laws, regulations and rules, the Distributor may use Rule 12b-1 fees:

(i) for any expenses relating to the distribution of the shares of the class,
(ii) for any expenses relating to shareholder or administrative services for holders of the shares of the class (or owners of contracts funded in insurance

 

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company separate accounts that invest in the shares of the class) and
(iii) for the payment of "service fees" that come within Rule 2830(d)(5) of the Conduct Rules of the Financial Industry Regulatory Authority.

Without limiting the foregoing, the Distributor may pay all or part of the Rule 12b-1 fees from a fund to one or more affiliated and unaffiliated insurance companies that have issued variable insurance contracts for which the fund serves as an investment vehicle as compensation for providing some or all of the types of services described in the preceding sentence; this provision, however, does not obligate the Distributor to make any payments of Rule 12b-1 fees and does not limit the use that the Distributor may make of the Rule 12b-1 fees it receives. Currently, all such payments are made to insurance companies affiliated with JHVIT's investment advisor and Distributor. However, payments may be made to nonaffiliated insurance companies in the future.

The annual Rule 12b-1 fee rate currently accrued by each fund is set forth in the expense table of each fund. Subject to the approval of the Board, each fund may under the 12b-1 Plans charge Rule 12b-1 fees up to the following maximum annual rates:

Series I shares
an annual rate of up to 0.15%* of the net assets of the Series I shares

*0.60% in the case of American Asset Allocation Trust, American Global Growth Trust, American Growth-Income Trust, American Growth Trust, American International Trust and American New World Trust.

Series II shares
an annual rate of up to 0.35%* of the net assets of the Series II shares

*0.75% in the case of American Asset Allocation Trust, American Global Growth Trust, American Growth-Income Trust, American Growth Trust, American International Trust and American New World Trust.

Series III shares
an annual rate of up to 0.25% of the net assets of the Series III shares

Rule 12b-1 fees are paid out of a fund's assets on an ongoing basis. Therefore, these fees will increase the cost of an investment in a fund and may, over time, be greater than other types of sales charges.

  

General information

Purchase and redemption of shares

Shares of each fund are offered continuously, without sales charge, and are sold and redeemed at a price equal to their net asset value (NAV) next computed after a purchase payment or redemption request is received. Depending upon the NAV at that time, the amount paid upon redemption may be more or less than the cost of the shares redeemed. Payment for shares redeemed will generally be made within seven days after receipt of a proper notice of redemption. However, JHVIT may suspend the right of redemption or postpone the date of payment beyond seven days during any period when:

trading on the New York Stock Exchange ("NYSE") is restricted, as determined by the SEC, or the NYSE is closed for other than weekends and holidays;

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

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

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

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

Valuation of shares

The net asset value (NAV) for each class of shares of the funds is determined once daily as of the close of regular trading of the New York Stock Exchange (NYSE) (typically 4:00 P.M., Eastern time, on each business day that the NYSE is open). On holidays or other days when the NYSE is closed, the NAV is not calculated and the funds do not transact purchase or redemption requests. Trading of securities that are primarily listed on foreign exchanges may take place on weekends and U.S. business holidays on which the funds' NAV is not calculated. Consequently, each fund's portfolio securities may trade and the NAV of the fund's shares may be significantly affected on days when a shareholder will not be able to purchase or redeem shares of the fund.

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

 

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Valuation of securities

Portfolio securities are valued by various methods that are generally described below. Securities held by each Money Market Trust are valued on the basis of amortized cost. Portfolio securities also may be fair valued by the funds' Pricing Committee in certain instances pursuant to procedures established by the Trustees. Equity securities are generally valued at the last sale price or, for certain markets, the official closing price as of the close of the relevant exchange. Securities not traded on a particular day are valued using last available bid prices. A security that is listed or traded on more than one exchange is valued at the price on the exchange where the security was acquired or most likely will be sold. Debt obligations are valued based on evaluated prices provided by an independent pricing vendor. Certain short-term securities purchased with an original or remaining maturity of 60 days or less remaining at par, are valued at amortized cost. The value of securities denominated in foreign currencies is converted into U.S. dollars at the exchange rate supplied by an independent pricing vendor. Exchange-traded options are valued at the mean of the most recent bid and ask prices. Futures contracts are valued at settlement prices. If settlement prices are not available, futures contracts may be valued using last traded prices. Shares of other open-end investment companies that are not ETFs (underlying funds) are valued based on the NAVs of such underlying funds.

If market quotations or official closing prices are not readily available or are otherwise deemed unreliable because of market- or issuer-specific events, a security will be valued at its fair value as determined in good faith by the Trustees. The Trustees are assisted in their responsibility to fair value securities by the funds' Pricing Committee, and the actual calculation of a security's fair value may be made by the Pricing Committee acting pursuant to the procedures established by the Trustees. In certain instances, therefore, the Pricing Committee may determine that a reported valuation does not reflect fair value, based on additional information available or other factors, and may accordingly determine in good faith the fair value of the assets, which may differ from the reported valuation.

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

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

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

Dividends

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

Each Money Market Trust seeks to maintain a constant per share NAV of $1.00. Dividends from net investment income for each of these funds will generally be declared and reinvested, or paid in cash, as to a share class daily. However, if class expenses exceed class income on any given day, as may occur from time to time in the current investment environment, the fund may determine not to pay a dividend on the class on that day and to resume paying dividends on that class only when, on a future date, the accumulated net investment income of the class is positive. The accumulated net investment income for a class on any day is equal to the accumulated income attributable to that class less the accumulated expenses attributable to that class since the last payment of a dividend on that class. When a fund resumes paying a dividend on a class, the amount of the initial dividend will be the accumulated net investment income for the class on the date of payment. As a result of this policy, a fund: (1) on any given day, may pay a dividend on all of its classes, on none of its classes or on some but not all of its classes; (2) may not pay a dividend on one or more classes for one or more indeterminate periods which may be as short as a day or quite lengthy; and (3) may, during a period in which it does not pay a dividend on a class, have days on which the net investment income for that class is positive but is not paid as a dividend because the accumulated net investment income for the class continues to be negative. In addition, a shareholder who purchases shares of a class with a negative accumulated net investment income could hold those shares during a period of positive net investment income and never receive a dividend unless and until that accumulated positive net investment income exceeded the negative accumulated net investment income at the time of purchase.

Disruptive short term trading

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

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

First, to the extent that there is a delay between a change in the value of a fund's holdings, and the time when that change is reflected in the NAV of the fund's shares, the fund is exposed to the risk that investors may seek to exploit this delay by purchasing or redeeming shares at NAVs that do not reflect appropriate fair value prices. JHVIT seeks to deter and prevent this activity, sometimes referred to as "market timing" or "stale price arbitrage,"

 

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Table of Contents

by the appropriate use of "fair value" pricing of the funds' portfolio securities. See "Purchases and Redemption of Shares" above for further information on fair value pricing.

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

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

Investors in JHVIT should note that insurance companies have legal and technological limitations on their ability to impose restrictions on Disruptive Short-Term Trading that such limitations and ability may vary among insurance companies and by insurance product. Investors should also note that insurance company separate accounts and omnibus or other nominee accounts, in which purchases and sales of fund shares by multiple investors are aggregated for presentation to a fund on a net basis, inherently make it more difficult for JHVIT to identify short-term transactions in a fund and the investor who is effecting the transaction. Therefore, no assurance can be given that JHVIT will be able to impose uniform restrictions on all insurance companies and all insurance products or that it will be able to successfully impose restrictions on all Disruptive Short-Term Trading. If JHVIT is unsuccessful in restricting Disruptive Short-Term Trading, the affected funds may incur higher brokerage costs, may maintain higher cash levels (limiting their ability to achieve their investment objective and affecting the subadvisor's ability to effectively manage them) and may be exposed to dilution with respect to interests held for long-term investment.

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

i.

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

ii.

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

iii.

Funds with significant investments in small cap securities.

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

Policy regarding disclosure of fund portfolio holdings

A description of the funds' policies and procedures regarding disclosure of portfolio holdings can be found in the SAI.

XBRL filings

A fund's XBRL filings are located at http://www.johnhancock.com/XBRL/JHT.html.

Additional information about fund expenses

Each fund's annual operating expenses will likely vary throughout the period and from year to year. Each fund's expenses for the current fiscal year may be higher than the expenses listed in the fund's "Annual fund operating expenses" table, for some of the following reasons: (i) a significant decrease in average net assets may result in a higher advisory fee rate if advisory fee breakpoints are not achieved; (ii) a significant decrease in average net assets may result in an increase in the expense ratio because certain fund expenses do not decrease as asset levels decrease; or (iii) fees may be incurred for extraordinary events such as fund tax expenses.

 

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Table of Contents

Financial highlights

The financial highlights table below for each fund is intended to help investors understand the financial performance of the fund for the past five years (or since inception in the case of a fund in operation for less than five years.) Certain information reflects financial results for a single share of a fund. The total returns presented in the table represent the rate that an investor would have earned (or lost) on an investment in a particular fund (assuming reinvestment of all dividends and distributions). The total return information shown in the Financial Highlights tables does not reflect the fees and expenses of any separate account that may use John Hancock Variable Insurance Trust ("JHVIT") as its underlying investment medium or of any variable insurance contract that may be funded in such a separate account. If these fees and expenses were included, the total return figures for all periods shown would be reduced.

The following funds have not commenced operations as of the date of this prospectus; therefore, no financial highlights are reported: Currency Strategies Trust, Lifecycle 2010 Trust, Lifecycle 2015 Trust, Lifecycle 2020 Trust, Lifecycle 2025 Trust, Lifecycle 2030 Trust, Lifecycle 2035 Trust, Lifecycle 2040 Trust, Lifecycle 2045 Trust and Lifecycle 2050 Trust.

The financial statements of JHVIT as of December 31, 2014, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. The report of PricewaterhouseCoopers LLP, along with JHVIT's financial statements, as they appear in JHVIT's annual report, has been incorporated by reference into the SAI. Copies of JHVIT's annual report are available upon request.

500 Index Trust B

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

23.34

0.42

2.68

3.10

(0.39

)

(0.37

)

(0.76

)

25.68

13.33

0.54

0.30

1.71

1,880

2

12-31-2013

18.01

0.37

5.38

5.75

(0.38

)

(0.04

)

(0.42

)

23.34

32.03

0.53

0.30

1.75

1,581

4

12-31-2012 3

17.88

0.08

0.15

0.23

(0.10

)

(0.10

)

18.01

1.32

4

0.53

5

0.30

5

2.94

5

1,142

4

6,7

Series II

12-31-2014

23.36

0.37

2.69

3.06

(0.34

)

(0.37

)

(0.71

)

25.71

13.15

0.74

0.50

1.51

55

2

12-31-2013

18.03

0.32

5.39

5.71

(0.34

)

(0.04

)

(0.38

)

23.36

31.76

0.73

0.50

1.55

52

4

12-31-2012 3

17.88

0.08

0.14

0.22

(0.07

)

(0.07

)

18.03

1.27

4

0.73

5

0.50

5

2.74

5

47

4

6,7

Series NAV

12-31-2014

23.33

0.43

2.69

3.12

(0.40

)

(0.37

)

(0.77

)

25.68

13.43

0.49

0.25

1.76

1,530

2

12-31-2013

18.01

0.38

5.37

5.75

(0.39

)

(0.04

)

(0.43

)

23.33

32.03

0.48

0.25

1.80

1,397

4

12-31-2012

15.71

0.36

2.12

2.48

(0.18

)

(0.18

)

18.01

15.80

0.49

0.25

2.07

1,121

4

6

12-31-2011

15.71

0.30

(0.01

)

0.29

(0.29

)

(0.29

)

15.71

1.87

0.49

0.25

1.86

845

4

12-31-2010

13.91

0.25

1.81

2.06

(0.26

)

(0.26

)

15.71

14.86

0.49

0.25

1.77

886

10

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

The inception date for Series I and Series II shares is 11-5-12.

4

Not annualized.

5

Annualized.

6

Excludes merger activity.

7

Portfolio turnover is shown for the period from 1-1-12 to 12-31-12.

 

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Table of Contents

Active Bond Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

9.60

0.31

0.34

0.65

(0.37

)

(0.37

)

9.88

6.81

0.69

0.68

3.13

49

62

12-31-2013

10.16

0.36

(0.33

)

0.03

(0.59

)

(0.59

)

9.60

0.24

0.69

0.68

3.52

51

82

12-31-2012

9.72

0.40

0.54

0.94

(0.43

)

(0.07

)

(0.50

)

10.16

9.71

0.69

0.68

3.97

60

86

12-31-2011

9.71

0.48

0.08

0.56

(0.55

)

(0.55

)

9.72

5.81

0.68

0.68

4.73

67

101

12-31-2010

9.20

0.56

0.70

1.26

(0.75

)

(0.75

)

9.71

13.85

0.69

0.69

5.68

77

53

Series II

12-31-2014

9.62

0.29

0.34

0.63

(0.35

)

(0.35

)

9.90

6.59

0.89

0.88

2.94

215

62

12-31-2013

10.18

0.34

(0.33

)

0.01

(0.57

)

(0.57

)

9.62

0.05

0.89

0.88

3.31

253

82

12-31-2012

9.74

0.38

0.54

0.92

(0.41

)

(0.07

)

(0.48

)

10.18

9.48

0.89

0.88

3.78

279

86

12-31-2011

9.72

0.46

0.09

0.55

(0.53

)

(0.53

)

9.74

5.70

0.88

0.88

4.54

298

101

12-31-2010

9.20

0.54

0.71

1.25

(0.73

)

(0.73

)

9.72

13.71

0.89

0.89

5.49

363

53

Series NAV

12-31-2014

9.60

0.32

0.35

0.67

(0.38

)

(0.38

)

9.89

6.97

0.64

0.63

3.17

573

62

12-31-2013

10.17

0.36

(0.34

)

0.02

(0.59

)

(0.59

)

9.60

0.19

0.64

0.63

3.54

552

82

12-31-2012

9.73

0.41

0.53

0.94

(0.43

)

(0.07

)

(0.50

)

10.17

9.76

0.64

0.63

4.02

920

86

12-31-2011

9.71

0.48

0.10

0.58

(0.56

)

(0.56

)

9.73

5.97

0.63

0.63

4.76

889

101

12-31-2010

9.20

0.57

0.70

1.27

(0.76

)

(0.76

)

9.71

13.91

0.64

0.64

5.75

903

53

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

All Cap Core Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

25.15

0.19

2.23

2.42

(0.25

)

(0.25

)

27.32

9.64

0.87

0.86

0.71

81

249

12-31-2013

18.95

0.23

6.26

6.49

(0.29

)

(0.29

)

25.15

34.33

0.87

0.86

1.02

86

180

12-31-2012

16.44

0.26

2.46

2.72

(0.21

)

(0.21

)

18.95

16.57

0.86

0.86

1.46

73

242

12-31-2011

16.55

0.17

(0.11

)

0.06

(0.17

)

(0.17

)

16.44

0.41

0.86

0.86

0.99

71

231

12-31-2010

14.79

0.17

1.75

1.92

(0.16

)

(0.16

)

16.55

13.04

0.86

0.86

1.03

83

219

Series II

12-31-2014

25.10

0.13

2.24

2.37

(0.20

)

(0.20

)

27.27

9.46

1.07

1.06

0.49

6

249

12-31-2013

18.92

0.18

6.25

6.43

(0.25

)

(0.25

)

25.10

34.04

1.07

1.06

0.82

9

180

12-31-2012

16.41

0.23

2.45

2.68

(0.17

)

(0.17

)

18.92

16.38

1.06

1.06

1.26

8

242

12-31-2011

16.53

0.13

(0.11

)

0.02

(0.14

)

(0.14

)

16.41

0.14

1.06

1.06

0.79

8

231

12-31-2010

14.77

0.13

1.76

1.89

(0.13

)

(0.13

)

16.53

12.81

1.06

1.06

0.83

9

219

Series NAV

12-31-2014

25.16

0.20

2.23

2.43

(0.26

)

(0.26

)

27.33

9.69

0.82

0.81

0.77

264

249

12-31-2013

18.95

0.24

6.28

6.52

(0.31

)

(0.31

)

25.16

34.44

0.82

0.81

1.06

284

180

12-31-2012

16.44

0.27

2.46

2.73

(0.22

)

(0.22

)

18.95

16.62

0.81

0.81

1.51

274

242

12-31-2011

16.56

0.18

(0.12

)

0.06

(0.18

)

(0.18

)

16.44

0.40

0.81

0.81

1.04

272

231

12-31-2010

14.80

0.16

1.77

1.93

(0.17

)

(0.17

)

16.56

13.09

0.81

0.81

1.08

286

219

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

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Table of Contents

Alpha Opportunities Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

16.21

0.08

1.17

1.25

(0.08

)

(3.78

)

(3.86

)

13.60

8.00

1.06

1.02

0.52

1

109

12-31-2013

13.36

0.08

4.56

4.64

(0.12

)

(1.67

)

(1.79

)

16.21

35.55

1.07

1.05

0.49

1

121

12-31-2012

11.92

0.09

2.39

2.48

(0.07

)

(0.97

)

(1.04

)

13.36

21.33

1.06

1.06

0.71

1

141

12-31-2011

15.35

0.05

(1.34

)

(1.29

)

(0.03

)

(2.11

)

(2.14

)

11.92

(8.14

)

1.07

1.07

0.32

3

157

12-31-2010

15.14

0.03

2.18

2.21

(0.07

)

(1.93

)

(2.00

)

15.35

16.92

1.07

1.07

0.20

3

185

Series NAV

12-31-2014

16.22

0.08

1.19

1.27

(0.09

)

(3.78

)

(3.87

)

13.62

8.12

1.01

0.97

0.55

780

109

12-31-2013

13.37

0.08

4.57

4.65

(0.13

)

(1.67

)

(1.80

)

16.22

35.58

1.02

1.00

0.55

915

121

12-31-2012

11.93

0.10

2.39

2.49

(0.08

)

(0.97

)

(1.05

)

13.37

21.38

1.01

1.01

0.73

888

141

12-31-2011

15.35

0.05

(1.33

)

(1.28

)

(0.03

)

(2.11

)

(2.14

)

11.93

(8.02

)

1.02

1.02

0.34

875

157

12-31-2010

15.14

0.03

2.18

2.21

(0.07

)

(1.93

)

(2.00

)

15.35

16.98

1.02

1.02

0.22

924

185

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $500,000.

American Asset Allocation Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

15.22

0.17

3

0.60

0.77

(0.17

)

(0.07

)

(0.24

)

15.75

5.05

0.62

4

0.61

4

1.11

3

227

7

12-31-2013

12.47

0.15

3

2.76

2.91

(0.16

)

(0.16

)

15.22

23.30

0.62

4

0.62

4

1.08

3

221

2

12-31-2012

10.94

0.18

3

1.54

1.72

(0.19

)

(0.19

)

12.47

15.76

0.62

4

0.62

4

1.50

3

192

2

12-31-2011

11.01

0.16

3

(0.06

)

0.10

(0.17

)

(0.17

)

10.94

0.91

0.62

4

0.62

4

1.42

3

187

2

12-31-2010

9.98

0.16

3

1.04

1.20

(0.17

)

5

(0.17

)

11.01

12.06

0.62

4

0.62

4

1.53

3

216

3

Series II

12-31-2014

15.22

0.14

3

0.61

0.75

(0.15

)

(0.07

)

(0.22

)

15.75

4.89

0.77

4

0.76

4

0.90

3

1,320

7

12-31-2013

12.47

0.13

3

2.75

2.88

(0.13

)

(0.13

)

15.22

23.13

0.77

4

0.77

4

0.90

3

1,430

2

12-31-2012

10.95

0.16

3

1.54

1.70

(0.18

)

(0.18

)

12.47

15.49

0.77

4

0.77

4

1.36

3

1,305

2

12-31-2011

11.01

0.14

3

(0.05

)

0.09

(0.15

)

(0.15

)

10.95

0.86

0.77

4

0.77

4

1.29

3

1,274

2

12-31-2010

9.98

0.14

3

1.04

1.18

(0.15

)

5

(0.15

)

11.01

11.90

0.77

4

0.77

4

1.42

3

1,420

3

Series III

12-31-2014

15.22

0.21

3

0.61

0.82

(0.22

)

(0.07

)

(0.29

)

15.75

5.40

0.27

4

0.26

4

1.37

3

156

7

12-31-2013

12.46

0.20

3

2.76

2.96

(0.20

)

(0.20

)

15.22

23.79

0.27

4

0.27

4

1.40

3

173

2

12-31-2012

10.93

0.23

3

1.54

1.77

(0.24

)

(0.24

)

12.46

16.16

0.27

4

0.27

4

1.87

3

156

2

12-31-2011

11.00

0.21

3

(0.07

)

0.14

(0.21

)

(0.21

)

10.93

1.27

0.27

4

0.27

4

1.84

3

146

2

12-31-2010

9.96

0.20

3

1.04

1.24

(0.20

)

5

(0.20

)

11.00

12.54

0.27

4

0.27

4

1.96

3

153

3

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

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

4

Ratios do not include expense indirectly incurred from the underlying fund held by the portfolio. The expense ratio of the underlying fund held by the portfolio was 0.31% for all periods presented.

5

Less than $0.005 per share.

 

349


Table of Contents

American Global Growth Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

15.68

0.15

3

0.16

0.31

(0.13

)

(0.13

)

15.86

1.96

0.63

4

0.58

4

0.97

3

8

13

12-31-2013

12.29

0.16

3

3.36

3.52

(0.13

)

(0.13

)

15.68

28.63

0.64

4

0.63

4

1.17

3

5

2

5

12-31-2012

10.11

0.07

3

2.17

2.24

(0.06

)

(0.06

)

12.29

22.13

0.64

4

0.64

4

0.59

3

2

5

12-31-2011

11.25

0.21

3

(1.25

)

(1.04

)

(0.10

)

(0.10

)

10.11

(9.24

)

0.64

4

0.64

4

2.01

3

2

7

12-31-2010 6

11.27

0.05

3

0.04

0.09

(0.11

)

(0.11

)

11.25

0.81

7

0.61

4,8

0.61

4,8

4.18

3,8

9

8

Series II

12-31-2014

15.65

0.10

3

0.19

0.29

(0.11

)

(0.11

)

15.83

1.82

0.78

4

0.74

4

0.62

3

203

13

12-31-2013

12.27

0.11

3

3.38

3.49

(0.11

)

(0.11

)

15.65

28.43

0.79

4

0.78

4

0.77

3

233

2

5

12-31-2012

10.09

0.04

3

2.18

2.22

(0.04

)

(0.04

)

12.27

22.00

0.79

4

0.79

4

0.33

3

165

5

12-31-2011

11.23

0.08

3

(1.14

)

(1.06

)

(0.08

)

(0.08

)

10.09

(9.40

)

0.79

4

0.79

4

0.73

3

158

7

12-31-2010

10.19

0.09

3

1.05

1.14

(0.10

)

(0.10

)

11.23

11.17

0.79

4

0.78

4

0.91

3

199

8

Series III

12-31-2014

15.64

0.18

3

0.18

0.36

(0.18

)

(0.18

)

15.82

2.31

0.28

4

0.24

4

1.12

3

36

13

12-31-2013

12.25

0.24

3

3.33

3.57

(0.18

)

(0.18

)

15.64

29.12

0.29

4

0.28

4

1.68

3

40

2

5

12-31-2012

10.08

0.10

3

2.17

2.27

(0.10

)

(0.10

)

12.25

22.49

0.29

4

0.29

4

0.84

3

4

5

12-31-2011

11.22

0.15

3

(1.15

)

(1.00

)

(0.14

)

(0.14

)

10.08

(8.92

)

0.29

4

0.29

4

1.37

3

3

7

12-31-2010

10.17

0.16

3

1.04

1.20

(0.15

)

(0.15

)

11.22

11.80

0.29

4

0.28

4

1.60

3

3

8

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

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

4

Ratios do not include expenses indirectly incurred from underlying fund held by the portfolio. The expense ratios of the underlying fund held by the portfolio were as follows: 0.55%, 0.56%, 0.55%, 0.56% and 0.61% for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

5

Excludes merger activity.

6

The inception date for Series I shares is 11-5-10.

7

Not annualized.

8

Annualized.

9

Less than $500,000.

American Growth Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

22.44

0.20

3

1.63

1.83

(0.20

)

(0.20

)

24.07

8.13

0.62

4

0.61

4

0.85

3

118

7

12-31-2013

17.40

0.11

3

5.04

5.15

(0.11

)

(0.11

)

22.44

29.60

0.62

4

0.62

4

0.57

3

110

2

12-31-2012

14.87

0.07

3

2.53

2.60

(0.07

)

(0.07

)

17.40

17.49

0.62

4

0.62

4

0.40

3

91

4

12-31-2011

15.63

0.04

3

(0.76

)

(0.72

)

(0.04

)

(0.04

)

14.87

(4.63

)

0.62

4

0.62

4

0.24

3

94

6

12-31-2010

13.26

0.05

3

2.37

2.42

(0.05

)

(0.05

)

15.63

18.24

0.62

4

0.62

4

0.36

3

109

5

Series II

12-31-2014

22.37

0.14

3

1.64

1.78

(0.16

)

(0.16

)

23.99

7.96

0.77

4

0.76

4

0.63

3

804

7

12-31-2013

17.34

0.07

3

5.04

5.11

(0.08

)

(0.08

)

22.37

29.48

0.77

4

0.77

4

0.36

3

919

2

12-31-2012

14.83

0.04

3

2.52

2.56

(0.05

)

(0.05

)

17.34

17.23

0.77

4

0.77

4

0.24

3

902

4

12-31-2011

15.59

0.01

3

(0.76

)

(0.75

)

(0.01

)

(0.01

)

14.83

(4.79

)

0.77

4

0.77

4

0.08

3

930

6

12-31-2010

13.22

0.02

3

2.38

2.40

(0.03

)

(0.03

)

15.59

18.14

0.77

4

0.77

4

0.16

3

1,138

5

Series III

12-31-2014

22.36

0.26

3

1.64

1.90

(0.28

)

(0.28

)

23.98

8.47

0.27

4

0.26

4

1.14

3

106

7

12-31-2013

17.33

0.17

3

5.04

5.21

(0.18

)

(0.18

)

22.36

30.07

0.27

4

0.27

4

0.88

3

116

2

12-31-2012

14.81

0.13

3

2.52

2.65

(0.13

)

(0.13

)

17.33

17.89

0.27

4

0.27

4

0.78

3

106

4

12-31-2011

15.57

0.10

3

(0.77

)

(0.67

)

(0.09

)

(0.09

)

14.81

(4.29

)

0.27

4

0.27

4

0.65

3

98

6

12-31-2010

13.20

0.11

3

2.36

2.47

(0.10

)

(0.10

)

15.57

18.69

0.27

4

0.27

4

0.78

3

89

5

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

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

4

Ratios do not include expense indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.35%, 0.35%, 0.34%, 0.34% and 0.34% for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

 

350


Table of Contents

American Growth-Income Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

21.96

0.21

3

2.04

2.25

(0.21

)

(0.21

)

24.00

10.25

0.62

4

0.61

4

0.90

3

267

6

12-31-2013

16.66

0.18

3

5.32

5.50

(0.20

)

(0.20

)

21.96

33.01

0.62

4

0.61

4

0.96

3

270

2

12-31-2012

14.40

0.22

3

2.25

2.47

(0.21

)

(0.21

)

16.66

17.15

0.62

4

0.62

4

1.39

3

232

18

5

12-31-2011

14.90

0.16

3

(0.48

)

(0.32

)

(0.18

)

(0.18

)

14.40

(2.16

)

0.62

4

0.62

4

1.10

3

197

5

12-31-2010

13.55

0.14

3

1.37

1.51

(0.16

)

(0.16

)

14.90

11.13

0.62

4

0.62

4

1.04

3

240

6

Series II

12-31-2014

21.92

0.16

3

2.06

2.22

(0.18

)

(0.18

)

23.96

10.12

0.77

4

0.76

4

0.68

3

730

6

12-31-2013

16.63

0.14

3

5.32

5.46

(0.17

)

(0.17

)

21.92

32.84

0.77

4

0.76

4

0.75

3

831

2

12-31-2012

14.38

0.17

3

2.27

2.44

(0.19

)

(0.19

)

16.63

16.94

0.77

4

0.77

4

1.09

3

814

18

5

12-31-2011

14.88

0.15

3

(0.49

)

(0.34

)

(0.16

)

(0.16

)

14.38

(2.31

)

0.77

4

0.77

4

0.99

3

778

5

12-31-2010

13.54

0.13

3

1.35

1.48

(0.14

)

(0.14

)

14.88

10.91

0.77

4

0.77

4

0.92

3

928

6

Series III

12-31-2014

21.92

0.27

3

2.07

2.34

(0.30

)

(0.30

)

23.96

10.64

0.27

4

0.26

4

1.19

3

252

6

12-31-2013

16.62

0.24

3

5.33

5.57

(0.27

)

(0.27

)

21.92

33.50

0.27

4

0.26

4

1.27

3

276

2

12-31-2012

14.37

0.57

3

1.94

2.51

(0.26

)

(0.26

)

16.62

17.51

0.27

4

0.27

4

3.53

3

257

18

5

12-31-2011

14.87

0.23

3

(0.50

)

(0.27

)

(0.23

)

(0.23

)

14.37

(1.81

)

0.27

4

0.27

4

1.58

3

76

5

12-31-2010

13.52

0.21

3

1.35

1.56

(0.21

)

(0.21

)

14.87

11.51

0.27

4

0.27

4

1.51

3

79

6

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

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

4

Ratios do not include expense indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.29%, 0.29%, 0.28%, 0.29% and 0.29% based on the mix of underlying funds held by the portfolio for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

5

Excludes merger activity.

American International Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

19.23

0.21

3

(0.79

)

(0.58

)

(0.20

)

(0.20

)

18.45

(3.05

)

0.62

4

0.62

4

1.08

3

89

6

12-31-2013

16.01

0.17

3

3.22

3.39

(0.17

)

(0.17

)

19.23

21.20

0.63

4

0.62

4

1.00

3

92

3

12-31-2012

13.77

0.16

3

2.25

2.41

(0.17

)

(0.17

)

16.01

17.49

0.62

4

0.62

4

1.06

3

81

5

12-31-2011

16.33

0.20

3

(2.54

)

(2.34

)

(0.22

)

(0.22

)

13.77

(14.34

)

0.62

4

0.62

4

1.29

3

87

9

12-31-2010

15.52

0.26

3

0.81

1.07

(0.26

)

(0.26

)

16.33

6.88

0.62

4

0.62

4

1.73

3

117

12

Series II

12-31-2014

19.21

0.15

3

(0.75

)

(0.60

)

(0.17

)

(0.17

)

18.44

(3.15

)

0.77

4

0.77

4

0.79

3

468

6

12-31-2013

16.00

0.13

3

3.23

3.36

(0.15

)

(0.15

)

19.21

20.98

0.78

4

0.77

4

0.76

3

557

3

12-31-2012

13.77

0.13

3

2.25

2.38

(0.15

)

(0.15

)

16.00

17.26

0.77

4

0.77

4

0.90

3

563

5

12-31-2011

16.31

0.19

3

(2.54

)

(2.35

)

(0.19

)

(0.19

)

13.77

(14.38

)

0.77

4

0.77

4

1.22

3

576

9

12-31-2010

15.51

0.22

3

0.81

1.03

(0.23

)

(0.23

)

16.31

6.68

0.77

4

0.77

4

1.43

3

726

12

Series III

12-31-2014

19.17

0.26

3

(0.77

)

(0.51

)

(0.26

)

(0.26

)

18.40

(2.66

)

0.27

4

0.27

4

1.33

4

50

6

12-31-2013

15.96

0.23

3

3.21

3.44

(0.23

)

(0.23

)

19.17

21.58

0.28

4

0.27

4

1.31

4

55

3

12-31-2012

13.72

0.22

3

2.24

2.46

(0.22

)

(0.22

)

15.96

17.94

0.27

4

0.27

4

1.49

4

51

5

12-31-2011

16.28

0.34

3

(2.63

)

(2.29

)

(0.27

)

(0.27

)

13.72

(14.05

)

0.27

4

0.27

4

2.18

4

45

9

12-31-2010

15.47

0.40

3

0.72

1.12

(0.31

)

(0.31

)

16.28

7.25

0.27

4

0.27

4

2.64

4

33

12

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

Ratios do not include expense indirectly incurred from the underlying fund by the portfolio. The ratios of the underlying fund held by the portfolio were as follows: 0.54%, 0.54%, 0.53%, 0.53% and 0.53% for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

 

351


Table of Contents

American New World Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

14.89

0.10

3

(1.28

)

(1.18

)

(0.08

)

(0.41

)

(0.49

)

13.22

(8.21

)

0.67

4

0.66

4

0.68

3

16

20

12-31-2013

13.55

0.16

3

1.31

1.47

(0.13

)

(0.13

)

14.89

10.89

0.67

4

0.67

4

1.16

3

15

11

12-31-2012

11.61

0.08

3

1.94

2.02

(0.08

)

(0.08

)

13.55

17.37

0.68

4

0.68

4

0.60

3

10

7

12-31-2011

13.75

0.20

3

(2.17

)

(1.97

)

(0.17

)

(0.17

)

11.61

(14.33

)

0.66

4

0.66

4

1.57

3

9

14

12-31-2010

11.84

0.28

3

1.78

2.06

(0.15

)

(0.15

)

13.75

17.42

0.66

4

0.65

4

2.26

3

8

26

Series II

12-31-2014

14.88

0.05

3

(1.25

)

(1.20

)

(0.06

)

(0.41

)

(0.46

)

13.21

(8.37

)

0.82

4

0.81

4

0.37

3

53

20

12-31-2013

13.54

0.10

3

1.35

1.45

(0.11

)

(0.11

)

14.88

10.74

0.82

4

0.82

4

0.75

3

64

11

12-31-2012

11.61

0.05

3

1.94

1.99

(0.06

)

(0.06

)

13.54

17.12

0.83

4

0.83

4

0.43

3

68

7

12-31-2011

13.74

0.14

3

(2.12

)

(1.98

)

(0.15

)

(0.15

)

11.61

(14.41

)

0.81

4

0.81

4

1.04

3

66

14

12-31-2010

11.84

0.14

3

1.89

2.03

(0.13

)

(0.13

)

13.74

17.18

0.81

4

0.80

4

1.12

3

95

26

Series III

12-31-2014

14.86

0.13

3

(1.27

)

(1.14

)

(0.13

)

(0.41

)

(0.54

)

13.18

(7.95

)

0.32

4

0.31

4

0.91

3

2

20

12-31-2013

13.51

0.16

3

1.37

1.53

(0.18

)

(0.18

)

14.86

11.36

0.32

4

0.32

4

1.12

3

2

11

12-31-2012

11.58

0.11

3

1.94

2.05

(0.12

)

(0.12

)

13.51

17.71

0.33

4

0.33

4

0.85

3

3

7

12-31-2011

13.72

0.22

3

(2.14

)

(1.92

)

(0.22

)

(0.22

)

11.58

(14.02

)

0.31

4

0.31

4

1.70

3

3

14

12-31-2010

11.81

0.22

3

1.89

2.11

(0.20

)

(0.20

)

13.72

17.84

0.31

4

0.30

4

1.76

3

3

26

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

Ratios do not include expenses indirectly incurred from the underlying fund held by the portfolio. The expense ratios of the underlying fund held by the portfolio were as follows: 0.78%, 0.79%, 0.78%, 0.80% and 0.80% for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

Blue Chip Growth Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

34.23

(0.04

)

3.12

3.08

(1.43

)

(1.43

)

35.88

9.07

0.86

0.83

(0.12

)

313

26

12-31-2013

24.29

(0.01

)

10.03

10.02

(0.08

)

(0.08

)

34.23

41.27

0.87

0.83

(0.04

)

337

27

12-31-2012

20.54

0.05

3.72

3.77

(0.02

)

(0.02

)

24.29

18.36

0.86

0.83

0.22

274

22

12-31-2011

20.25

0.02

0.27

0.29

3

3

20.54

1.44

0.86

0.83

0.12

277

33

12-31-2010

17.45

3

2.82

2.82

(0.02

)

(0.02

)

20.25

16.15

0.87

0.84

(0.01

)

328

44

Series II

12-31-2014

33.94

(0.11

)

3.10

2.99

(1.43

)

(1.43

)

35.50

8.88

1.06

1.03

(0.32

)

132

26

12-31-2013

24.10

(0.07

)

9.94

9.87

(0.03

)

(0.03

)

33.94

40.97

1.07

1.03

(0.24

)

149

27

12-31-2012

20.40

3

3.70

3.70

24.10

18.14

1.06

1.03

0.02

123

22

12-31-2011

20.15

(0.02

)

0.27

0.25

20.40

1.24

1.06

1.03

(0.08

)

122

33

12-31-2010

17.39

(0.04

)

2.81

2.77

(0.01

)

(0.01

)

20.15

15.94

1.07

1.04

(0.21

)

137

44

Series NAV

12-31-2014

34.20

(0.02

)

3.11

3.09

(1.43

)

(1.43

)

35.86

9.11

0.81

0.78

(0.07

)

1,314

26

12-31-2013

24.26

3

10.03

10.03

(0.09

)

(0.09

)

34.20

41.37

0.82

0.78

0.01

1,471

27

12-31-2012

20.51

0.07

3.71

3.78

(0.03

)

(0.03

)

24.26

18.44

0.81

0.78

0.28

1,346

22

12-31-2011

20.22

0.04

0.25

0.29

3

3

20.51

1.45

0.81

0.78

0.17

1,286

33

12-31-2010

17.41

0.01

2.82

2.83

(0.02

)

(0.02

)

20.22

16.25

0.82

0.79

0.05

1,361

44

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

 

352


Table of Contents

Bond Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.30

0.31

0.42

0.73

(0.36

)

(0.36

)

13.67

5.53

0.64

0.64

2.23

228

104

3

12-31-2013

13.99

0.27

(0.46

)

(0.19

)

(0.40

)

(0.10

)

(0.50

)

13.30

(1.36

)

0.65

0.64

1.97

249

104

12-31-2012

13.62

0.31

0.55

0.86

(0.39

)

(0.10

)

(0.49

)

13.99

6.34

0.65

0.64

2.23

244

114

12-31-2011 4

13.87

0.02

0.08

0.10

(0.35

)

(0.35

)

13.62

0.75

5

0.66

6

0.65

6

0.75

6

230

108

3,7

Series II

12-31-2014

13.31

0.28

0.44

0.72

(0.34

)

(0.34

)

13.69

5.40

0.84

0.84

2.03

558

104

3

12-31-2013

14.01

0.24

(0.46

)

(0.22

)

(0.38

)

(0.10

)

(0.48

)

13.31

(1.63

)

0.85

0.84

1.77

629

104

12-31-2012

13.64

0.29

0.54

0.83

(0.36

)

(0.10

)

(0.46

)

14.01

6.12

0.85

0.84

2.03

634

114

12-31-2011 4

13.87

0.01

0.09

0.10

(0.33

)

(0.33

)

13.64

0.73

5

0.86

6

0.85

6

0.55

6

642

108

3,7

Series NAV

12-31-2014

13.29

0.31

0.43

0.74

(0.37

)

(0.37

)

13.66

5.59

0.59

0.59

2.25

9,854

104

3

12-31-2013

13.98

0.28

(0.46

)

(0.18

)

(0.41

)

(0.10

)

(0.51

)

13.29

(1.32

)

0.60

0.59

2.03

7,366

104

12-31-2012

13.62

0.32

0.54

0.86

(0.40

)

(0.10

)

(0.50

)

13.98

6.31

0.60

0.59

2.26

7,070

114

12-31-2011

13.48

0.41

0.34

0.75

(0.46

)

(0.15

)

(0.61

)

13.62

5.58

0.61

0.60

2.96

5,101

108

3

12-31-2010

12.88

0.40

0.46

0.86

(0.26

)

8

(0.26

)

13.48

6.65

0.62

0.62

2.99

5,369

99

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Excludes merger activity.

4

The inception date for Series I and Series II shares is 10-31-11.

5

Not annualized.

6

Annualized.

7

Portfolio turnover is shown for the period from 1-1-11 to 12-31-11.

8

Less than $0.005 per share.

Capital Appreciation Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

15.78

3

1.50

1.50

(0.01

)

(1.80

)

(1.81

)

15.47

9.65

0.78

0.78

(0.01

)

196

33

12-31-2013

11.51

0.01

4.29

4.30

(0.03

)

(0.03

)

15.78

37.41

0.79

0.79

0.04

205

38

12-31-2012

9.94

0.03

1.56

1.59

(0.02

)

(0.02

)

11.51

15.98

0.79

0.78

0.27

175

45

12-31-2011

9.94

0.01

3

0.01

(0.01

)

(0.01

)

9.94

0.08

0.79

0.78

0.05

181

52

12-31-2010

8.90

0.01

1.04

1.05

(0.01

)

(0.01

)

9.94

11.83

0.79

0.79

0.16

217

77

4

Series II

12-31-2014

15.57

(0.03

)

1.48

1.45

(1.80

)

(1.80

)

15.22

9.47

0.98

0.98

(0.21

)

73

33

12-31-2013

11.38

(0.02

)

4.24

4.22

(0.03

)

(0.03

)

15.57

37.10

0.99

0.99

(0.16

)

77

38

12-31-2012

9.83

0.02

1.54

1.56

(0.01

)

(0.01

)

11.38

15.84

0.99

0.98

0.07

71

45

12-31-2011

9.85

(0.02

)

3

(0.02

)

3

3

9.83

(0.17

)

0.99

0.98

(0.15

)

72

52

12-31-2010

8.83

3

1.02

1.02

3

3

9.85

11.58

0.99

0.99

(0.05

)

84

77

4

Series NAV

12-31-2014

15.79

0.01

1.49

1.50

(0.01

)

(1.80

)

(1.81

)

15.48

9.68

0.73

0.73

0.04

764

33

12-31-2013

11.51

0.01

4.30

4.31

(0.03

)

(0.03

)

15.79

37.51

0.74

0.74

0.09

850

38

12-31-2012

9.94

0.04

1.55

1.59

(0.02

)

(0.02

)

11.51

16.03

0.74

0.73

0.32

797

45

12-31-2011

9.94

0.01

3

0.01

(0.01

)

(0.01

)

9.94

0.12

0.74

0.73

0.10

770

52

12-31-2010

8.90

0.02

1.04

1.06

(0.02

)

(0.02

)

9.94

11.88

0.74

0.74

0.19

821

77

4

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

4

Excludes merger activity.

 

353


Table of Contents

Capital Appreciation Value Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.02

0.15

1.38

1.53

(0.18

)

(1.59

)

(1.77

)

12.78

12.22

0.91

0.87

1.18

4

69

12-31-2013

11.75

0.14

2.44

2.58

(0.16

)

(1.15

)

(1.31

)

13.02

22.32

0.91

0.87

1.09

1

71

12-31-2012

11.51

0.18

1.45

1.63

(0.17

)

(1.22

)

(1.39

)

11.75

14.59

0.92

0.88

1.50

1

68

12-31-2011

11.50

0.19

0.16

0.35

(0.16

)

(0.18

)

(0.34

)

11.51

3.13

0.95

0.91

1.59

1

83

12-31-2010

11.47

0.16

1.41

1.57

(0.18

)

(1.36

)

(1.54

)

11.50

13.83

1.02

0.98

1.38

1

62

Series II

12-31-2014

12.99

0.13

1.37

1.50

(0.15

)

(1.59

)

(1.74

)

12.75

12.04

1.11

1.07

0.98

332

69

12-31-2013

11.74

0.11

2.42

2.53

(0.13

)

(1.15

)

(1.28

)

12.99

21.93

1.11

1.07

0.88

331

71

12-31-2012

11.49

0.15

1.47

1.62

(0.15

)

(1.22

)

(1.37

)

11.74

14.49

1.12

1.08

1.29

306

68

12-31-2011

11.49

0.16

0.16

0.32

(0.14

)

(0.18

)

(0.32

)

11.49

2.88

1.15

1.11

1.39

301

83

12-31-2010

11.46

0.14

1.40

1.54

(0.15

)

(1.36

)

(1.51

)

11.49

13.63

1.22

1.18

1.15

335

62

Series NAV

12-31-2014

13.00

0.16

1.38

1.54

(0.19

)

(1.59

)

(1.78

)

12.76

12.38

0.86

0.82

1.22

32

69

12-31-2013

11.74

0.15

2.42

2.57

(0.16

)

(1.15

)

(1.31

)

13.00

22.30

0.86

0.82

1.14

32

71

12-31-2012

11.49

0.19

1.46

1.65

(0.18

)

(1.22

)

(1.40

)

11.74

14.76

0.87

0.83

1.56

25

68

12-31-2011

11.49

0.19

0.15

0.34

(0.16

)

(0.18

)

(0.34

)

11.49

3.09

0.90

0.86

1.66

17

83

12-31-2010

11.46

0.17

1.40

1.57

(0.18

)

(1.36

)

(1.54

)

11.49

13.90

0.97

0.93

1.42

5

62

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Core Bond Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

12.85

0.21

0.55

0.76

(0.39

)

(0.39

)

13.22

5.93

0.67

0.67

1.59

1

356

12-31-2013

13.96

0.21

(0.50

)

(0.29

)

(0.29

)

(0.53

)

(0.82

)

12.85

(2.16

)

0.67

0.66

1.54

1

326

12-31-2012

13.83

0.25

0.64

0.89

(0.39

)

(0.37

)

(0.76

)

13.96

6.47

0.67

0.67

1.79

2

367

12-31-2011

13.68

0.35

0.77

1.12

(0.44

)

(0.53

)

(0.97

)

13.83

8.32

0.67

0.67

2.51

2

436

12-31-2010

13.24

0.37

0.56

0.93

(0.37

)

(0.12

)

(0.49

)

13.68

7.08

0.68

0.68

2.71

1

562

Series II

12-31-2014

12.84

0.18

0.55

0.73

(0.36

)

(0.36

)

13.21

5.73

0.87

0.87

1.40

8

356

12-31-2013

13.95

0.18

(0.50

)

(0.32

)

(0.26

)

(0.53

)

(0.79

)

12.84

(2.35

)

0.87

0.86

1.34

9

326

12-31-2012

13.82

0.23

0.63

0.86

(0.36

)

(0.37

)

(0.73

)

13.95

6.27

0.87

0.87

1.60

12

367

12-31-2011

13.68

0.33

0.75

1.08

(0.41

)

(0.53

)

(0.94

)

13.82

8.04

0.87

0.87

2.33

14

436

12-31-2010

13.23

0.34

0.57

0.91

(0.34

)

(0.12

)

(0.46

)

13.68

6.92

0.88

0.88

2.47

14

562

Series NAV

12-31-2014

12.80

0.22

0.55

0.77

(0.40

)

(0.40

)

13.17

6.01

0.62

0.62

1.65

1,018

356

12-31-2013

13.91

0.22

(0.51

)

(0.29

)

(0.29

)

(0.53

)

(0.82

)

12.80

(2.11

)

0.62

0.61

1.60

1,690

326

12-31-2012

13.78

0.26

0.63

0.89

(0.39

)

(0.37

)

(0.76

)

13.91

6.54

0.62

0.62

1.84

1,734

367

12-31-2011

13.64

0.36

0.76

1.12

(0.45

)

(0.53

)

(0.98

)

13.78

8.32

0.62

0.62

2.59

1,676

436

12-31-2010

13.20

0.37

0.57

0.94

(0.38

)

(0.12

)

(0.50

)

13.64

7.17

0.63

0.63

2.68

1,808

562

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

354


Table of Contents

Core Strategy Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

14.48

0.29

3

0.60

0.89

(0.30

)

(0.12

)

(0.42

)

14.95

6.11

0.11

4

0.11

4

1.92

3

135

5

12-31-2013

13.58

0.01

3

2.55

2.56

(0.08

)

(1.58

)

(1.66

)

14.48

19.16

0.12

4

0.12

4

0.06

3

142

8

5

12-31-2012

12.40

0.43

3

1.12

1.55

(0.35

)

(0.02

)

(0.37

)

13.58

12.53

0.13

4

0.13

4

3.21

3

6

110

7

12-31-2011

12.66

0.42

3

(0.39

)

0.03

(0.29

)

8

(0.29

)

12.40

0.21

0.12

4

0.11

4

3.34

3

6

8

12-31-2010

11.51

0.12

3

1.31

1.43

(0.25

)

(0.03

)

(0.28

)

12.66

12.42

0.13

4

0.07

4

0.98

3

6

15

Series II

12-31-2014

14.54

0.26

3

0.60

0.86

(0.27

)

(0.12

)

(0.39

)

15.01

5.91

0.31

4

0.31

4

1.75

3

3,658

5

12-31-2013

13.62

0.20

3

2.35

2.55

(0.05

)

(1.58

)

(1.63

)

14.54

19.03

0.32

4

0.32

4

1.36

3

3,804

8

5

12-31-2012

12.44

0.32

3

1.21

1.53

(0.33

)

(0.02

)

(0.35

)

13.62

12.27

0.33

4

0.33

4

2.36

3

688

110

7

12-31-2011

12.70

0.25

3

(0.25

)

8

(0.26

)

8

(0.26

)

12.44

0.01

0.32

4

0.31

4

1.95

3

653

8

12-31-2010

11.55

0.23

3

1.18

1.41

(0.23

)

(0.03

)

(0.26

)

12.70

12.17

0.33

4

0.27

4

1.94

3

680

15

Series NAV

12-31-2014

14.49

0.32

3

0.58

0.90

(0.31

)

(0.12

)

(0.43

)

14.96

6.15

0.06

4

0.06

4

2.13

3

159

5

12-31-2013

13.58

0.28

3

2.30

2.58

(0.09

)

(1.58

)

(1.67

)

14.49

19.28

0.07

4

0.07

4

1.91

3

133

8

5

12-31-2012

12.40

0.39

3

1.17

1.56

(0.36

)

(0.02

)

(0.38

)

13.58

12.58

0.08

4

0.08

4

2.92

3

51

110

7

12-31-2011

12.67

0.35

3

(0.33

)

0.02

(0.29

)

8

(0.29

)

12.40

0.18

0.07

4

0.06

4

2.74

3

33

8

12-31-2010

11.51

0.32

3

1.13

1.45

(0.26

)

(0.03

)

(0.29

)

12.67

12.56

0.08

4

0.02

4

2.69

3

19

15

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

Ratios do not include expense indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.53% - 0.59%, 0.50% - 0.64%, 0.49% - 0.59%, 0.48% - 0.50% and 0.48% - 0.50% based on the mix of underlying funds held by the portfolio for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

5

Excludes merger activity.

6

Less than $500,000.

7

Increase in the portfolio turnover is directly attributed to in-kind transactions that are related to the reorganization of the underlying funds held by the Trust.

8

Less than $0.005 per share.

Emerging Markets Value Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

9.92

0.17

(0.65

)

(0.48

)

(0.18

)

(0.35

)

(0.53

)

8.91

(5.50

)

1.13

1.12

1.68

3

17

12-31-2013

10.74

0.13

(0.46

)

(0.33

)

(0.13

)

(0.36

)

(0.49

)

9.92

(3.22

)

1.13

1.12

1.25

4

9

12-31-2012

9.86

0.14

1.60

1.74

(0.11

)

(0.75

)

(0.86

)

10.74

18.53

1.13

1.13

1.31

9

14

12-31-2011

15.99

0.17

(4.31

)

(4.14

)

(0.20

)

(1.79

)

(1.99

)

9.86

(27.06

)

1.13

1.13

1.27

7

18

12-31-2010

13.52

0.09

2.94

3.03

(0.20

)

(0.36

)

(0.56

)

15.99

23.02

1.12

1.12

0.65

11

21

Series NAV

12-31-2014

9.90

0.17

(0.63

)

(0.46

)

(0.19

)

(0.35

)

(0.54

)

8.90

(5.36

)

1.08

1.07

1.70

824

17

12-31-2013

10.72

0.14

(0.47

)

(0.33

)

(0.13

)

(0.36

)

(0.49

)

9.90

(3.18

)

1.08

1.07

1.37

1,078

9

12-31-2012

9.85

0.14

1.59

1.73

(0.11

)

(0.75

)

(0.86

)

10.72

18.49

1.08

1.08

1.34

1,115

14

12-31-2011

15.98

0.18

(4.31

)

(4.13

)

(0.21

)

(1.79

)

(2.00

)

9.85

(27.02

)

1.08

1.08

1.32

915

18

12-31-2010

13.51

0.11

2.92

3.03

(0.20

)

(0.36

)

(0.56

)

15.98

23.10

1.07

1.07

0.80

1,088

21

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

355


Table of Contents

Equity-Income Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

19.82

0.36

1.09

1.45

(0.35

)

(1.76

)

(2.11

)

19.16

7.47

0.86

0.83

1.81

326

9

12-31-2013

15.53

0.29

4.35

4.64

(0.35

)

(0.35

)

19.82

29.96

0.87

0.83

1.63

348

9

12-31-2012

13.50

0.31

2.03

2.34

(0.31

)

(0.31

)

15.53

17.44

0.86

0.83

2.11

311

14

12-31-2011

13.87

0.27

(0.39

)

(0.12

)

(0.25

)

(0.25

)

13.50

(0.81

)

0.86

0.83

1.91

311

19

3

12-31-2010

12.27

0.23

1.62

1.85

(0.25

)

(0.25

)

13.87

15.12

0.87

0.84

1.84

348

14

Series II

12-31-2014

19.77

0.32

1.09

1.41

(0.32

)

(1.76

)

(2.08

)

19.10

7.23

1.06

1.03

1.62

172

9

12-31-2013

15.49

0.26

4.34

4.60

(0.32

)

(0.32

)

19.77

29.75

1.07

1.03

1.43

193

9

12-31-2012

13.47

0.28

2.03

2.31

(0.29

)

(0.29

)

15.49

17.18

1.06

1.03

1.91

173

14

12-31-2011

13.84

0.24

(0.38

)

(0.14

)

(0.23

)

(0.23

)

13.47

(1.01

)

1.06

1.03

1.73

174

19

3

12-31-2010

12.24

0.21

1.61

1.82

(0.22

)

(0.22

)

13.84

14.91

1.07

1.04

1.64

178

14

Series NAV

12-31-2014

19.76

0.37

1.09

1.46

(0.36

)

(1.76

)

(2.12

)

19.10

7.55

0.81

0.78

1.87

1,489

9

12-31-2013

15.48

0.30

4.34

4.64

(0.36

)

(0.36

)

19.76

30.05

0.82

0.78

1.68

1,579

9

12-31-2012

13.46

0.32

2.02

2.34

(0.32

)

(0.32

)

15.48

17.47

0.81

0.78

2.17

1,513

14

12-31-2011

13.83

0.27

(0.38

)

(0.11

)

(0.26

)

(0.26

)

13.46

(0.76

)

0.81

0.78

1.98

1,471

19

3

12-31-2010

12.23

0.24

1.62

1.86

(0.26

)

(0.26

)

13.83

15.23

0.82

0.79

1.90

1,427

14

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Excludes merger activity.

Financial Industries Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

15.85

0.15

1.22

1.37

(0.12

)

(0.12

)

17.10

8.65

0.93

0.93

0.95

132

113

12-31-2013

12.32

0.11

3.67

3.78

(0.10

)

(0.15

)

(0.25

)

15.85

30.75

0.91

0.90

0.78

132

3

12-31-2012

10.52

0.12

1.77

1.89

(0.09

)

(0.09

)

12.32

18.05

0.91

0.91

0.99

97

26

12-31-2011

11.84

0.10

(1.23

)

(1.13

)

(0.19

)

(0.19

)

10.52

(9.51

)

0.94

0.93

0.90

92

12

12-31-2010

10.58

0.09

1.21

1.30

(0.04

)

(0.04

)

11.84

12.25

0.93

0.93

0.80

125

15

Series II

12-31-2014

15.78

0.12

1.21

1.33

(0.09

)

(0.09

)

17.02

8.42

1.13

1.13

0.75

23

113

12-31-2013

12.27

0.09

3.64

3.73

(0.07

)

(0.15

)

(0.22

)

15.78

30.49

1.11

1.10

0.60

27

3

12-31-2012

10.48

0.09

1.77

1.86

(0.07

)

(0.07

)

12.27

17.82

1.11

1.11

0.79

23

26

12-31-2011

11.79

0.08

(1.22

)

(1.14

)

(0.17

)

(0.17

)

10.48

(9.66

)

1.14

1.13

0.71

23

12

12-31-2010

10.54

0.06

1.20

1.26

(0.01

)

(0.01

)

11.79

12.00

1.13

1.13

0.58

32

15

Series NAV

12-31-2014

15.83

0.16

1.21

1.37

(0.13

)

(0.13

)

17.07

8.64

0.88

0.88

1.00

22

113

12-31-2013

12.30

0.12

3.66

3.78

(0.10

)

(0.15

)

(0.25

)

15.83

30.86

0.86

0.85

0.84

24

3

12-31-2012

10.51

0.12

1.77

1.89

(0.10

)

(0.10

)

12.30

18.03

0.86

0.86

1.04

18

26

12-31-2011

11.82

0.11

(1.22

)

(1.11

)

(0.20

)

(0.20

)

10.51

(9.39

)

0.89

0.88

0.95

18

12

12-31-2010

10.57

0.09

1.20

1.29

(0.04

)

(0.04

)

11.82

12.22

0.88

0.88

0.83

23

15

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

356


Table of Contents

Franklin Templeton Founding Allocation Trust

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.05

0.39

3

0.01

0.40

(0.43

)

(0.43

)

13.02

3.01

0.11

0.11

4

2.92

3

45

4

12-31-2013

10.73

0.29

3

2.33

2.62

(0.30

)

(0.30

)

13.05

24.43

0.12

0.12

4

2.37

3

52

3

12-31-2012

9.51

0.31

3

1.24

1.55

(0.33

)

(0.33

)

10.73

16.26

0.12

0.12

4

3.04

3

47

3

12-31-2011

9.95

0.29

3

(0.43

)

(0.14

)

(0.30

)

(0.30

)

9.51

(1.41

)

0.12

0.12

4

2.92

3

44

3

12-31-2010

9.33

0.37

3

0.62

0.99

(0.37

)

(0.37

)

9.95

10.67

0.12

0.10

4

3.87

3

47

5

Series II

12-31-2014

13.07

0.37

3

5

0.37

(0.40

)

(0.40

)

13.04

2.81

0.31

0.31

4

2.76

3

1,169

4

12-31-2013

10.74

0.26

3

2.35

2.61

(0.28

)

(0.28

)

13.07

24.27

0.32

0.32

4

2.17

3

1,305

3

12-31-2012

9.52

0.28

3

1.25

1.53

(0.31

)

(0.31

)

10.74

16.03

0.32

0.32

4

2.79

3

1,184

3

12-31-2011

9.97

0.26

3

(0.43

)

(0.17

)

(0.28

)

(0.28

)

9.52

(1.71

)

0.32

0.32

4

2.60

3

1,154

3

12-31-2010

9.35

0.33

3

0.65

0.98

(0.36

)

(0.36

)

9.97

10.44

0.32

0.30

4

3.51

3

1,335

5

Series NAV

12-31-2014

13.04

0.47

3

(0.07

)

0.40

(0.43

)

(0.43

)

13.01

3.06

0.06

0.06

4

3.46

3

43

4

12-31-2013

10.72

0.35

3

2.28

2.63

(0.31

)

(0.31

)

13.04

24.50

0.07

0.07

4

2.88

3

31

3

12-31-2012

9.50

0.38

3

1.17

1.55

(0.33

)

(0.33

)

10.72

16.33

0.07

0.07

4

3.69

3

16

3

12-31-2011

9.95

0.34

3

(0.48

)

(0.14

)

(0.31

)

(0.31

)

9.50

(1.46

)

0.07

0.07

4

3.41

3

10

3

12-31-2010

9.33

0.41

3

0.59

1.00

(0.38

)

(0.38

)

9.95

10.72

0.07

0.05

4

4.37

3

8

5

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.84% - 0.98%, 0.85% - 0.97%, 0.85% - 1.00%, 0.85% - 1.03% and 0.85% - 1.03% for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

5

Less than $0.005 per share.

Fundamental All Cap Core Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

20.61

0.06

3

1.95

2.01

(0.09

)

(0.09

)

22.53

9.74

0.76

0.75

0.28

3

156

46

12-31-2013

15.30

0.11

5.37

5.48

(0.17

)

(0.17

)

20.61

35.88

0.76

0.76

0.60

159

41

12-31-2012

12.48

0.16

2.77

2.93

(0.11

)

(0.11

)

15.30

23.52

0.76

0.76

1.17

131

38

12-31-2011

12.90

0.13

(0.41

)

(0.28

)

(0.14

)

(0.14

)

12.48

(2.16

)

0.76

0.76

0.98

117

146

12-31-2010

10.90

0.13

2.01

2.14

(0.14

)

(0.14

)

12.90

19.65

0.76

0.76

1.18

142

120

Series II

12-31-2014

20.58

0.02

3

1.95

1.97

(0.05

)

(0.05

)

22.50

9.56

0.96

0.95

0.08

3

59

46

12-31-2013

15.29

0.07

5.36

5.43

(0.14

)

(0.14

)

20.58

35.55

0.96

0.96

0.40

69

41

12-31-2012

12.47

0.14

2.76

2.90

(0.08

)

(0.08

)

15.29

23.31

0.96

0.96

0.98

67

38

12-31-2011

12.90

0.10

(0.42

)

(0.32

)

(0.11

)

(0.11

)

12.47

(2.44

)

0.96

0.96

0.78

60

146

12-31-2010

10.90

0.11

2.00

2.11

(0.11

)

(0.11

)

12.90

19.40

0.96

0.96

0.97

71

120

Series NAV

12-31-2014

20.68

0.07

3

1.96

2.03

(0.10

)

(0.10

)

22.61

9.81

0.71

0.70

0.33

3

1,449

46

12-31-2013

15.36

0.11

5.39

5.50

(0.18

)

(0.18

)

20.68

35.86

0.71

0.71

0.64

1,433

41

12-31-2012

12.52

0.17

2.79

2.96

(0.12

)

(0.12

)

15.36

23.66

0.71

0.71

1.22

1,149

38

12-31-2011

12.95

0.13

(0.41

)

(0.28

)

(0.15

)

(0.15

)

12.52

(2.17

)

0.71

0.71

1.03

1,032

146

12-31-2010

10.94

0.14

2.01

2.15

(0.14

)

(0.14

)

12.95

19.73

0.71

0.71

1.22

1,171

120

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflect special dividends received by the portfolio, which amounted to $0.05 and 0.21% for all series, respectively.

 

357


Table of Contents

Fundamental Large Cap Value Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

15.94

0.17

1.52

1.69

(0.11

)

(0.11

)

17.52

10.61

0.71

0.70

1.03

621

29

3

12-31-2013

12.18

0.17

3.77

3.94

(0.18

)

(0.18

)

15.94

32.41

0.74

0.74

1.17

273

40

3

12-31-2012

9.91

0.19

2.22

2.41

(0.14

)

(0.14

)

12.18

24.42

0.76

0.75

1.67

67

42

12-31-2011

9.84

0.15

0.02

0.17

(0.10

)

(0.10

)

9.91

1.75

0.78

0.78

1.53

45

108

12-31-2010

8.83

0.13

1.06

1.19

(0.18

)

(0.18

)

9.84

13.56

0.78

0.78

1.43

4

154

Series II

12-31-2014

16.05

0.13

1.54

1.67

(0.08

)

(0.08

)

17.64

10.40

0.91

0.90

0.74

268

29

3

12-31-2013

12.27

0.14

3.79

3.93

(0.15

)

(0.15

)

16.05

32.11

0.94

0.94

0.99

44

40

3

12-31-2012

9.98

0.16

2.25

2.41

(0.12

)

(0.12

)

12.27

24.23

0.96

0.95

1.46

17

42

12-31-2011

9.90

0.13

0.03

0.16

(0.08

)

(0.08

)

9.98

1.63

0.98

0.98

1.33

13

108

12-31-2010

8.90

0.13

1.03

1.16

(0.16

)

(0.16

)

9.90

13.11

0.98

0.98

1.39

14

154

Series NAV

12-31-2014

15.94

0.19

1.51

1.70

(0.12

)

(0.12

)

17.52

10.66

0.66

0.65

1.12

903

29

3

12-31-2013

12.18

0.18

3.77

3.95

(0.19

)

(0.19

)

15.94

32.47

0.69

0.69

1.28

779

40

3

12-31-2012

9.91

0.19

2.23

2.42

(0.15

)

(0.15

)

12.18

24.48

0.71

0.70

1.68

441

42

12-31-2011

9.83

0.16

0.02

0.18

(0.10

)

(0.10

)

9.91

1.90

0.73

0.73

1.58

270

108

12-31-2010

8.83

0.14

1.05

1.19

(0.19

)

(0.19

)

9.83

13.51

0.73

0.73

1.60

189

154

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Excludes merger activity.

4

Less than $500,000.

Global Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

20.50

0.47

3

(0.99

)

(0.52

)

(0.40

)

(0.40

)

19.58

(2.60

)

0.95

0.94

2.27

3

180

17

4

12-31-2013

15.86

0.26

4.66

4.92

(0.28

)

(0.28

)

20.50

31.09

0.96

0.95

1.45

176

14

12-31-2012

13.31

0.30

2.57

2.87

(0.32

)

(0.32

)

15.86

21.74

0.96

0.94

2.04

156

16

12-31-2011

14.48

0.31

(1.18

)

(0.87

)

(0.30

)

(0.30

)

13.31

(6.00

)

0.96

0.94

2.14

150

24

12-31-2010

13.64

0.22

0.84

1.06

(0.22

)

(0.22

)

14.48

7.76

0.96

0.94

1.64

178

8

Series II

12-31-2014

20.43

0.41

3

(0.97

)

(0.56

)

(0.36

)

(0.36

)

19.51

(2.80

)

1.15

1.14

1.97

3

62

17

4

12-31-2013

15.81

0.22

4.65

4.87

(0.25

)

(0.25

)

20.43

30.83

1.16

1.15

1.23

34

14

12-31-2012

13.27

0.27

2.57

2.84

(0.30

)

(0.30

)

15.81

21.51

1.16

1.14

1.85

30

16

12-31-2011

14.44

0.28

(1.18

)

(0.90

)

(0.27

)

(0.27

)

13.27

(6.22

)

1.16

1.14

1.94

29

24

12-31-2010

13.60

0.19

0.84

1.03

(0.19

)

(0.19

)

14.44

7.55

1.16

1.14

1.45

34

8

Series NAV

12-31-2014

20.47

0.48

3

(0.98

)

(0.50

)

(0.41

)

(0.41

)

19.56

(2.51

)

0.90

0.89

2.31

3

474

17

4

12-31-2013

15.85

0.27

4.64

4.91

(0.29

)

(0.29

)

20.47

31.03

0.91

0.90

1.50

470

14

12-31-2012

13.30

0.30

2.58

2.88

(0.33

)

(0.33

)

15.85

21.82

0.91

0.89

2.09

422

16

12-31-2011

14.47

0.32

(1.18

)

(0.86

)

(0.31

)

(0.31

)

13.30

(5.95

)

0.91

0.89

2.18

404

24

12-31-2010

13.63

0.23

0.83

1.06

(0.22

)

(0.22

)

14.47

7.83

0.91

0.89

1.69

472

8

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflect special dividends received by the portfolio, which amounted to $0.08 and 0.37% for all series, respectively.

4

Excludes merger activity.

 

358


Table of Contents

Global Bond Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

12.39

0.31

(0.04

)

0.27

(0.12

)

(0.12

)

12.54

2.28

0.83

0.83

2.43

52

69

12-31-2013

13.16

0.27

(0.98

)

(0.71

)

(0.06

)

(0.06

)

12.39

(5.42

)

0.85

0.85

2.11

60

123

12-31-2012 3

13.23

0.36

0.55

0.91

(0.98

)

(0.98

)

13.16

7.03

0.86

0.86

2.71

75

131

12-31-2011

12.92

0.35

0.82

1.17

(0.86

)

(0.86

)

13.23

9.08

0.82

0.81

2.60

82

103

12-31-2010

12.14

0.32

0.92

1.24

(0.46

)

(0.46

)

12.92

10.30

0.83

0.83

2.50

91

394

Series II

12-31-2014

12.27

0.28

(0.03

)

0.25

(0.10

)

(0.10

)

12.42

2.13

1.03

1.03

2.23

113

69

12-31-2013

13.04

0.24

(0.98

)

(0.74

)

(0.03

)

(0.03

)

12.27

(5.67

)

1.05

1.05

1.91

137

123

12-31-2012 3

13.14

0.33

0.55

0.88

(0.98

)

(0.98

)

13.04

6.81

1.06

1.06

2.51

164

131

12-31-2011

12.84

0.32

0.82

1.14

(0.84

)

(0.84

)

13.14

8.85

1.02

1.01

2.40

175

103

12-31-2010

12.06

0.29

0.92

1.21

(0.43

)

(0.43

)

12.84

10.12

1.03

1.03

2.30

195

394

Series NAV

12-31-2014

12.33

0.32

(0.03

)

0.29

(0.13

)

(0.13

)

12.49

2.42

0.78

0.78

2.48

557

69

12-31-2013

13.12

0.27

(1.00

)

(0.73

)

(0.06

)

(0.06

)

12.33

(5.54

)

0.80

0.80

2.17

683

123

12-31-2012 3

13.18

0.37

0.55

0.92

(0.98

)

(0.98

)

13.12

7.15

0.81

0.81

2.76

724

131

12-31-2011

12.88

0.35

0.82

1.17

(0.87

)

(0.87

)

13.18

9.08

0.77

0.76

2.65

703

103

12-31-2010

12.10

0.32

0.93

1.25

(0.47

)

(0.47

)

12.88

10.40

0.78

0.78

2.55

749

394

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

In accordance with Accounting Standards Update 2011-3, Reconsideration of Effective Control for Repurchase Agreements, the portfolio now recognizes sale-buybacks as secured borrowings and not as purchases and sales of securities. Accordingly, the portfolio has excluded these transactions from its portfolio turnover calculation. Had these transactions been included, the portfolio turnover rate would have been 202%. The portfolio also recorded additional income and expenses which were offset by corresponding adjustments to realized and unrealized gain/loss. These adjustments had no overall impact to the per share net asset value but did increase the net investment income per share by $0.02, the ratio of net investment income to average net assets by 0.14% and the ratio of expenses to average net assets by 0.02%.

Health Sciences Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

29.19

(0.16

)

8.98

8.82

(4.46

)

(4.46

)

33.55

31.83

1.07

1.02

(0.51

)

135

50

12-31-2013

20.98

(0.14

)

10.72

10.58

(2.37

)

(2.37

)

29.19

51.15

1.16

1.10

(0.54

)

106

57

12-31-2012

16.98

(0.08

)

5.46

5.38

(1.38

)

(1.38

)

20.98

31.89

1.18

1.12

(0.41

)

69

29

12-31-2011

15.55

(0.10

)

1.73

1.63

(0.20

)

(0.20

)

16.98

10.57

1.18

1.13

(0.59

)

56

39

12-31-2010

13.44

(0.05

) 3

2.16

2.11

15.55

15.70

1.17

1.12

(0.37

) 3

53

38

Series II

12-31-2014

28.30

(0.22

)

8.68

8.46

(4.46

)

(4.46

)

32.30

31.54

1.27

1.22

(0.71

)

103

50

12-31-2013

20.43

(0.19

)

10.43

10.24

(2.37

)

(2.37

)

28.30

50.86

1.36

1.30

(0.74

)

91

57

12-31-2012

16.60

(0.12

)

5.33

5.21

(1.38

)

(1.38

)

20.43

31.59

1.38

1.32

(0.61

)

67

29

12-31-2011

15.23

(0.13

)

1.70

1.57

(0.20

)

(0.20

)

16.60

10.39

1.38

1.33

(0.80

)

57

39

12-31-2010

13.19

(0.08

) 3

2.12

2.04

15.23

15.47

1.37

1.32

(0.56

) 3

58

38

Series NAV

12-31-2014

29.36

(0.15

)

9.03

8.88

(4.46

)

(4.46

)

33.78

31.85

1.02

0.97

(0.46

)

101

50

12-31-2013

21.08

(0.13

)

10.78

10.65

(2.37

)

(2.37

)

29.36

51.24

1.11

1.05

(0.49

)

73

57

12-31-2012

17.05

(0.07

)

5.48

5.41

(1.38

)

(1.38

)

21.08

31.93

1.13

1.07

(0.36

)

48

29

12-31-2011

15.60

(0.09

)

1.74

1.65

(0.20

)

(0.20

)

17.05

10.66

1.13

1.08

(0.54

)

34

39

12-31-2010

13.47

(0.04

) 3

2.17

2.13

15.60

15.81

1.12

1.07

(0.31

) 3

28

38

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflects special dividends recieved by the portfolio, which amounted to $0.08 and 0.60%, respectively.

 

359


Table of Contents

High Yield Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

6.09

0.39

(0.36

)

0.03

(0.42

)

(0.42

)

5.70

0.28

0.78

0.77

6.33

105

72

12-31-2013

6.01

0.40

0.10

0.50

(0.42

)

(0.42

)

6.09

8.35

0.79

0.78

6.44

122

99

12-31-2012

5.46

0.44

0.58

1.02

(0.47

)

(0.47

)

6.01

18.99

0.77

0.77

7.39

75

80

12-31-2011

5.94

0.47

(0.42

)

0.05

(0.53

)

(0.53

)

5.46

0.90

0.77

0.76

7.68

74

91

3

12-31-2010

8.17

0.70

0.38

1.08

(3.31

) 4

(3.31

)

5.94

13.78

0.75

0.75

8.28

86

58

3

Series II

12-31-2014

6.19

0.39

(0.37

)

0.02

(0.41

)

(0.41

)

5.80

0.08

0.98

0.97

6.12

90

72

12-31-2013

6.11

0.40

0.09

0.49

(0.41

)

(0.41

)

6.19

8.01

0.99

0.98

6.24

116

99

12-31-2012

5.54

0.43

0.60

1.03

(0.46

)

(0.46

)

6.11

18.87

0.97

0.97

7.20

82

80

12-31-2011

6.02

0.46

(0.42

)

0.04

(0.52

)

(0.52

)

5.54

0.67

0.97

0.96

7.46

81

91

3

12-31-2010

8.24

0.68

0.39

1.07

(3.29

) 4

(3.29

)

6.02

13.54

0.95

0.95

8.05

89

58

3

Series NAV

12-31-2014

6.02

0.39

(0.36

)

0.03

(0.42

)

(0.42

)

5.63

0.33

0.73

0.72

6.38

90

72

12-31-2013

5.95

0.40

0.09

0.49

(0.42

)

(0.42

)

6.02

8.31

0.74

0.73

6.46

97

99

12-31-2012

5.41

0.44

0.57

1.01

(0.47

)

(0.47

)

5.95

19.06

0.72

0.72

7.44

100

80

12-31-2011

5.88

0.47

(0.41

)

0.06

(0.53

)

(0.53

)

5.41

1.13

0.72

0.71

7.77

83

91

3

12-31-2010

8.12

0.73

0.35

1.08

(3.32

) 4

(3.32

)

5.88

13.74

0.70

0.70

8.58

84

58

3

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Excludes merger activity.

4

The amount shown for net investment income per share does not correspond with distributions from net investment income due to the timing of sales and repurchase of shares throughout the period as compared to shares outstanding at distribution date.

Income Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series NAV

12-31-2014

11.92

0.52

0.05

0.57

(0.55

)

(0.55

)

11.94

4.65

0.85

0.84

4.17

420

27

12-31-2013

10.86

0.51

1.08

1.59

(0.53

)

(0.53

)

11.92

14.75

0.85

0.85

4.39

462

22

12-31-2012

10.18

0.60

0.73

1.33

(0.65

)

(0.65

)

10.86

13.23

0.86

0.85

5.56

414

24

12-31-2011

10.57

0.62

(0.34

)

0.28

(0.67

)

(0.67

)

10.18

2.72

0.85

0.85

5.76

405

23

12-31-2010

10.09

0.64

0.62

1.26

(0.78

)

(0.78

)

10.57

12.71

0.85

0.85

6.17

464

37

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

360


Table of Contents

International Core Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

11.70

0.39

3

(1.15

)

(0.76

)

(0.42

)

(0.42

)

10.52

(6.70

)

1.07

1.06

3.33

3

42

75

12-31-2013

9.61

0.26

2.13

2.39

(0.30

)

(0.30

)

11.70

24.99

1.07

1.07

2.51

49

47

12-31-2012

8.60

0.26

1.02

1.28

(0.27

)

(0.27

)

9.61

15.05

1.07

1.07

2.93

45

49

12-31-2011

9.77

0.26

(1.20

)

(0.94

)

(0.23

)

(0.23

)

8.60

(9.57

)

1.07

1.07

2.67

47

39

12-31-2010

9.08

0.16

0.71

0.87

(0.18

)

(0.18

)

9.77

9.58

1.07

1.07

1.76

60

43

Series II

12-31-2014

11.80

0.38

3

(1.17

)

(0.79

)

(0.40

)

(0.40

)

10.61

(6.91

)

1.27

1.26

3.20

3

17

75

12-31-2013

9.69

0.25

2.14

2.39

(0.28

)

(0.28

)

11.80

24.78

1.27

1.27

2.34

22

47

12-31-2012

8.67

0.25

1.02

1.27

(0.25

)

(0.25

)

9.69

14.82

1.27

1.27

2.75

20

49

12-31-2011

9.85

0.24

(1.21

)

(0.97

)

(0.21

)

(0.21

)

8.67

(9.80

)

1.27

1.27

2.48

22

39

12-31-2010

9.15

0.14

0.72

0.86

(0.16

)

(0.16

)

9.85

9.38

1.27

1.27

1.56

28

43

Series NAV

12-31-2014

11.67

0.40

3

(1.16

)

(0.76

)

(0.43

)

(0.43

)

10.48

(6.75

)

1.02

1.01

3.42

3

668

75

12-31-2013

9.58

0.27

2.13

2.40

(0.31

)

(0.31

)

11.67

25.13

1.02

1.02

2.55

797

47

12-31-2012

8.57

0.27

1.01

1.28

(0.27

)

(0.27

)

9.58

15.16

1.02

1.02

2.97

653

49

12-31-2011

9.74

0.27

(1.20

)

(0.93

)

(0.24

)

(0.24

)

8.57

(9.56

)

1.02

1.02

2.74

570

39

12-31-2010

9.05

0.16

0.71

0.87

(0.18

)

(0.18

)

9.74

9.67

1.02

1.02

1.80

769

43

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflects special dividends received by the portfolio, which amounted to $0.09 and 0.73% for all series, respectively.

International Equity Index Trust B

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%) 3

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

17.14

0.52

3

(1.28

)

(0.76

)

(0.53

)

(0.53

)

15.85

(4.61

)

0.62

0.39

3.03

3

277

3

12-31-2013

15.32

0.42

1.80

2.22

(0.40

)

(0.40

)

17.14

14.55

0.61

0.39

2.59

293

3

12-31-2012 4

14.62

0.03

0.84

0.87

(0.17

)

(0.17

)

15.32

5.98

5

0.63

6

0.39

6

1.38

6

254

4

7,8

Series II

12-31-2014

17.16

0.50

3

(1.30

)

(0.80

)

(0.49

)

(0.49

)

15.87

(4.80

)

0.82

0.59

2.88

3

21

3

12-31-2013

15.34

0.39

1.80

2.19

(0.37

)

(0.37

)

17.16

14.32

0.81

0.59

2.43

27

3

12-31-2012 4

14.62

0.03

0.83

0.86

(0.14

)

(0.14

)

15.34

5.95

5

0.83

6

0.59

6

1.17

6

29

4

7,8

Series NAV

12-31-2014

17.13

0.54

3

(1.29

)

(0.75

)

(0.54

)

(0.54

)

15.84

(4.57

)

0.57

0.34

3.13

3

322

3

12-31-2013

15.32

0.43

1.79

2.22

(0.41

)

(0.41

)

17.13

14.54

0.56

0.34

2.65

373

3

12-31-2012

13.17

0.41

1.92

2.33

(0.18

)

(0.18

)

15.32

17.76

0.59

0.34

2.90

345

4

7

12-31-2011

15.93

0.44

(2.67

)

(2.23

)

(0.53

)

(0.53

)

13.17

(13.99

)

0.58

0.34

2.86

273

3

12-31-2010

14.65

0.35

1.31

1.66

(0.38

)

(0.38

)

15.93

11.44

0.57

0.34

2.36

360

5

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflect special dividends received by the portfolio, which amounted to $0.03 and 0.33% for all series, respectively.

4

The inception date for Series I and Series II shares is 11-5-12.

5

Not annualized.

6

Annualized.

7

Excludes merger activity.

8

Portfolio turnover is shown for the period from 1-1-12 to 12-31-12.

 

361


Table of Contents

International Growth Stock Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

16.85

0.28

(0.23

)

0.05

(0.32

)

(0.32

)

16.58

0.20

0.97

0.97

1.65

2

23

12-31-2013

14.31

0.22

2.51

2.73

(0.19

)

(0.19

)

16.85

19.11

0.97

0.97

1.40

3

29

12-31-2012 3

13.84

4

0.56

0.56

(0.09

)

(0.09

)

14.31

4.07

5

1.01

6

1.01

6

(0.10

) 6

3

23

7

Series II

12-31-2014

16.87

0.25

(0.24

)

0.01

(0.28

)

(0.28

)

16.60

1.17

1.17

1.44

21

23

12-31-2013

14.33

0.19

2.51

2.70

(0.16

)

(0.16

)

16.87

18.87

1.17

1.17

1.23

23

29

12-31-2012 3

13.84

(0.01

)

0.57

0.56

(0.07

)

(0.07

)

14.33

4.05

5

1.21

6

1.21

6

(0.30

) 6

23

23

7

Series NAV

12-31-2014

16.86

0.29

(0.25

)

0.04

(0.32

)

(0.32

)

16.58

0.19

0.92

0.92

1.70

479

23

12-31-2013

14.31

0.23

2.51

2.74

(0.19

)

(0.19

)

16.86

19.19

0.92

0.92

1.47

550

29

12-31-2012

12.48

0.15

1.80

1.95

(0.10

)

(0.02

)

(0.12

)

14.31

15.64

0.96

0.96

1.11

479

23

7

12-31-2011

13.64

0.21

(1.18

)

(0.97

)

(0.16

)

(0.03

)

(0.19

)

12.48

(7.12

)

0.98

0.98

1.60

227

27

12-31-2010 8

12.50

4

1.14

1.14

13.64

9.12

5

1.05

6

1.05

6

0.02

6

157

8

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

The inception date for Series I and Series II shares is 11-5-12.

4

Less than $0.005 per share.

5

Not annualized.

6

Annualized.

7

Excludes merger activity.

8

Period from 9-6-10 (commencement of operations) to 12-31-10.

International Small Company Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

12.61

0.18

(1.04

)

(0.86

)

(0.17

)

(0.17

)

11.58

(6.89

)

1.19

1.18

1.46

37

20

12-31-2013

10.15

0.18

2.49

2.67

(0.21

)

(0.21

)

12.61

26.34

1.17

1.17

1.61

46

10

12-31-2012

8.63

0.19

1.46

1.65

(0.13

)

(0.13

)

10.15

19.19

1.18

1.04

1.97

41

3

12-31-2011

10.50

0.18

(1.88

)

(1.70

)

(0.17

)

(0.17

)

8.63

(16.23

)

1.16

1.04

1.74

41

11

12-31-2010

8.78

0.09

1.89

1.98

(0.26

)

(0.26

)

10.50

22.70

1.15

1.15

1.03

62

13

Series II

12-31-2014

12.60

0.16

(1.04

)

(0.88

)

(0.15

)

(0.15

)

11.57

(7.10

)

1.39

1.38

1.26

21

20

12-31-2013

10.15

0.16

2.48

2.64

(0.19

)

(0.19

)

12.60

26.02

1.37

1.37

1.42

28

10

12-31-2012

8.63

0.17

1.46

1.63

(0.11

)

(0.11

)

10.15

19.00

1.38

1.24

1.78

25

3

12-31-2011

10.50

0.16

(1.88

)

(1.72

)

(0.15

)

(0.15

)

8.63

(16.42

)

1.36

1.24

1.55

26

11

12-31-2010

8.78

0.08

1.88

1.96

(0.24

)

(0.24

)

10.50

22.45

1.35

1.35

0.82

36

13

Series NAV

12-31-2014

12.60

0.18

(1.03

)

(0.85

)

(0.18

)

(0.18

)

11.57

(6.85

)

1.14

1.13

1.44

46

20

12-31-2013

10.15

0.19

2.47

2.66

(0.21

)

(0.21

)

12.60

26.29

1.12

1.12

1.65

44

10

12-31-2012

8.63

0.19

1.46

1.65

(0.13

)

(0.13

)

10.15

19.24

1.13

0.99

1.96

31

3

12-31-2011

10.50

0.18

(1.88

)

(1.70

)

(0.17

)

(0.17

)

8.63

(16.18

)

1.11

0.99

1.78

35

11

12-31-2010

8.79

0.06

1.91

1.97

(0.26

)

(0.26

)

10.50

22.63

1.10

1.10

0.64

32

13

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

362


Table of Contents

International Value Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

14.78

0.42

3

(2.24

)

(1.82

)

(0.42

)

(0.42

)

12.54

(12.51

)

0.97

0.96

2.91

3

95

34

12-31-2013

11.91

0.25

2.86

3.11

(0.24

)

(0.24

)

14.78

26.15

0.97

0.97

1.88

124

31

12-31-2012

10.25

0.28

1.68

1.96

(0.30

)

(0.30

)

11.91

19.38

0.97

0.93

2.57

114

19

12-31-2011

12.10

0.33

(1.88

)

(1.55

)

(0.30

)

(0.30

)

10.25

(12.85

)

0.97

0.93

2.76

116

32

12-31-2010

11.42

0.24

0.67

0.91

(0.23

)

(0.23

)

12.10

7.98

0.99

0.98

2.10

162

20

4

Series II

12-31-2014

14.75

0.40

3

(2.24

)

(1.84

)

(0.39

)

(0.39

)

12.52

(12.65

)

1.17

1.16

2.74

3

74

34

12-31-2013

11.89

0.22

2.85

3.07

(0.21

)

(0.21

)

14.75

25.89

1.17

1.17

1.69

102

31

12-31-2012

10.24

0.26

1.67

1.93

(0.28

)

(0.28

)

11.89

19.07

1.17

1.13

2.38

98

19

12-31-2011

12.08

0.31

(1.88

)

(1.57

)

(0.27

)

(0.27

)

10.24

(12.99

)

1.17

1.13

2.58

101

32

12-31-2010

11.40

0.21

0.67

0.88

(0.20

)

(0.20

)

12.08

7.77

1.19

1.18

1.91

134

20

4

Series NAV

12-31-2014

14.68

0.43

3

(2.24

)

(1.81

)

(0.42

)

(0.42

)

12.45

(12.48

)

0.92

0.91

2.95

3

868

34

12-31-2013

11.83

0.25

2.85

3.10

(0.25

)

(0.25

)

14.68

26.21

0.92

0.92

1.90

1,044

31

12-31-2012

10.19

0.28

1.67

1.95

(0.31

)

(0.31

)

11.83

19.36

0.92

0.88

2.62

854

19

12-31-2011

12.03

0.32

(1.86

)

(1.54

)

(0.30

)

(0.30

)

10.19

(12.79

)

0.92

0.88

2.71

744

32

12-31-2010

11.36

0.24

0.66

0.90

(0.23

)

(0.23

)

12.03

8.00

0.94

0.93

2.19

750

20

4

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflect special dividends received by the portfolio, which amounted to $0.09 and 0.65% for all series, respectively.

4

Excludes merger activity.

Investment Quality Bond Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

11.41

0.31

0.31

0.62

(0.35

)

(0.03

)

(0.38

)

11.65

5.47

0.69

0.69

2.60

190

109

12-31-2013

12.34

0.32

(0.55

)

(0.23

)

(0.47

)

(0.23

)

(0.70

)

11.41

(1.93

)

0.69

0.68

2.68

205

79

12-31-2012

11.71

0.32

0.57

0.89

(0.26

)

(0.26

)

12.34

7.59

0.68

0.68

2.66

220

77

12-31-2011

11.30

0.41

0.50

0.91

(0.50

)

(0.50

)

11.71

8.07

0.68

0.68

3.49

222

62

12-31-2010

11.09

0.50

0.32

0.82

(0.61

)

(0.61

)

11.30

7.45

0.69

0.69

4.33

207

30

Series II

12-31-2014

11.42

0.28

0.32

0.60

(0.33

)

(0.03

)

(0.36

)

11.66

5.26

0.89

0.89

2.40

107

109

12-31-2013

12.35

0.30

(0.56

)

(0.26

)

(0.44

)

(0.23

)

(0.67

)

11.42

(2.12

)

0.89

0.88

2.48

116

79

12-31-2012

11.72

0.30

0.56

0.86

(0.23

)

(0.23

)

12.35

7.37

0.88

0.88

2.46

137

77

12-31-2011

11.31

0.39

0.49

0.88

(0.47

)

(0.47

)

11.72

7.85

0.88

0.88

3.32

140

62

12-31-2010

11.09

0.48

0.32

0.80

(0.58

)

(0.58

)

11.31

7.30

0.89

0.89

4.13

157

30

Series NAV

12-31-2014

11.37

0.31

0.32

0.63

(0.36

)

(0.03

)

(0.39

)

11.61

5.54

0.64

0.64

2.63

19

109

12-31-2013

12.30

0.33

(0.56

)

(0.23

)

(0.47

)

(0.23

)

(0.70

)

11.37

(1.88

)

0.64

0.63

2.71

17

79

12-31-2012

11.67

0.33

0.56

0.89

(0.26

)

(0.26

)

12.30

7.66

0.63

0.63

2.69

26

77

12-31-2011

11.27

0.41

0.49

0.90

(0.50

)

(0.50

)

11.67

8.05

0.63

0.63

3.54

18

62

12-31-2010

11.06

0.52

0.31

0.83

(0.62

)

(0.62

)

11.27

7.53

0.64

0.64

4.50

17

30

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

363


Table of Contents

Lifestyle Aggressive MVP

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1,2

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 3

Expenses before reductions (%) 4

Expenses including reductions (%) 4

Net investment income (loss) (%) 1

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

10.91

0.11

0.05

0.16

(0.12

)

(0.20

)

(0.32

)

10.75

1.40

0.13

0.10

1.03

105

31

12-31-2013

8.81

0.11

2.24

2.35

(0.11

)

(0.14

)

(0.25

)

10.91

26.72

0.13

0.12

1.13

123

21

12-31-2012

7.66

0.07

1.20

1.27

(0.08

)

(0.04

)

(0.12

)

8.81

16.61

0.12

0.12

0.87

95

18

12-31-2011

8.35

0.07

(0.61

)

(0.54

)

(0.08

)

(0.07

)

(0.15

)

7.66

(6.50

)

0.12

0.12

0.84

107

23

12-31-2010

7.30

0.08

1.12

1.20

(0.08

)

(0.07

)

(0.15

)

8.35

16.44

0.12

0.12

1.02

129

23

Series II

12-31-2014

10.88

0.09

0.06

0.15

(0.10

)

(0.20

)

(0.30

)

10.73

1.29

0.33

0.30

0.78

136

31

12-31-2013

8.79

0.08

2.24

2.32

(0.09

)

(0.14

)

(0.23

)

10.88

26.43

0.33

0.32

0.83

189

21

12-31-2012

7.64

0.06

1.20

1.26

(0.07

)

(0.04

)

(0.11

)

8.79

16.43

0.32

0.32

0.68

176

18

12-31-2011

8.33

0.05

(0.61

)

(0.56

)

(0.06

)

(0.07

)

(0.13

)

7.64

(6.72

)

0.32

0.32

0.65

181

23

12-31-2010

7.29

0.06

1.12

1.18

(0.07

)

(0.07

)

(0.14

)

8.33

16.12

0.32

0.32

0.82

224

23

Series NAV

12-31-2014

10.91

0.13

0.05

0.18

(0.13

)

(0.20

)

(0.33

)

10.76

1.54

0.08

0.05

1.15

210

31

12-31-2013

8.81

0.12

2.24

2.36

(0.12

)

(0.14

)

(0.26

)

10.91

26.77

0.08

0.07

1.17

196

21

12-31-2012

7.66

0.09

1.19

1.28

(0.09

)

(0.04

)

(0.13

)

8.81

16.67

0.07

0.07

1.06

152

18

12-31-2011

8.35

0.09

(0.63

)

(0.54

)

(0.08

)

(0.07

)

(0.15

)

7.66

(6.46

)

0.07

0.07

1.06

118

23

12-31-2010

7.30

0.09

1.11

1.20

(0.08

)

(0.07

)

(0.15

)

8.35

16.50

0.07

0.07

1.14

99

23

 

1

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

2

Based on average daily shares outstanding.

3

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.52% - 1.08%, 0.69% - 1.12%, 0.70% - 1.10%, 0.48% - 1.10% and 0.48% - 1.10%, for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

Lifestyle Aggressive PS Series

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

12.74

0.23

0.47

0.70

(0.23

)

(0.43

)

(0.66

)

12.78

5.42

0.61

0.19

1.79

3

2

38

12-31-2013 4

12.50

0.13

3

0.36

0.49

(0.12

)

(0.13

)

(0.25

)

12.74

3.91

5

79.52

6,7

0.22

6,7

1.02

3,5

104

8

Series II

12-31-2014

12.74

0.23

3

0.44

0.67

(0.20

)

(0.43

)

(0.63

)

12.78

5.21

0.81

0.39

1.77

3

19

38

12-31-2013 4

12.50

0.12

3

0.36

0.48

(0.11

)

(0.13

)

(0.24

)

12.74

3.85

5

79.72

6,7

0.42

6,7

0.97

3,5

127

8

Series NAV

12-31-2014

12.74

0.42

0.28

0.70

(0.23

)

(0.43

)

(0.66

)

12.78

5.47

0.56

0.14

3.16

3

1

38

12-31-2013 4

12.50

0.13

3

0.36

0.49

(0.12

)

(0.13

)

(0.25

)

12.74

3.92

5

79.47

6,7

0.17

6,7

1.02

3,5

104

8

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

Period from 11-1-13 (commencement of operations) to 12-31-13.

5

Not annualized.

6

Annualized.

7

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.53% - 0.53% and 0.10% - 0.50% for the periods ended 12-31-14 and 12-31-13, respectively.

8

Less than 1%.

 

364


Table of Contents

Lifestyle Balanced MVP

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1,2

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 3

Expenses before reductions (%) 4

Expenses including reductions (%) 4

Net investment income (loss) (%) 1

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.69

0.29

0.30

0.59

(0.31

)

(0.10

)

(0.41

)

13.87

4.29

0.11

0.10

2.05

768

20

12-31-2013

12.48

0.26

1.33

1.59

(0.27

)

(0.11

)

(0.38

)

13.69

12.78

0.11

0.11

1.98

863

9

12-31-2012

11.41

0.22

1.13

1.35

(0.23

)

(0.05

)

(0.28

)

12.48

11.87

0.11

0.11

1.82

834

32

12-31-2011

11.74

0.28

(0.21

)

0.07

(0.28

)

(0.12

)

(0.40

)

11.41

0.62

0.11

0.11

2.38

823

10

12-31-2010

10.79

0.25

1.02

1.27

(0.25

)

(0.07

)

(0.32

)

11.74

11.75

0.11

0.11

2.19

832

30

Series II

12-31-2014

13.63

0.25

0.30

0.55

(0.28

)

(0.10

)

(0.38

)

13.80

4.03

0.31

0.30

1.80

7,970

20

12-31-2013

12.43

0.23

1.33

1.56

(0.25

)

(0.11

)

(0.36

)

13.63

12.54

0.31

0.31

1.75

9,777

9

12-31-2012

11.36

0.20

1.13

1.33

(0.21

)

(0.05

)

(0.26

)

12.43

11.70

0.31

0.31

1.62

9,828

32

12-31-2011

11.69

0.25

(0.20

)

0.05

(0.26

)

(0.12

)

(0.38

)

11.36

0.42

0.31

0.31

2.09

9,776

10

12-31-2010

10.75

0.22

1.01

1.23

(0.22

)

(0.07

)

(0.29

)

11.69

11.49

0.31

0.31

1.99

10,775

30

Series NAV

12-31-2014

13.72

0.30

0.28

0.58

(0.31

)

(0.10

)

(0.41

)

13.89

4.26

0.06

0.05

2.15

1,293

20

12-31-2013

12.50

0.28

1.33

1.61

(0.28

)

(0.11

)

(0.39

)

13.72

12.90

0.06

0.06

2.07

1,344

9

12-31-2012

11.43

0.23

1.13

1.36

(0.24

)

(0.05

)

(0.29

)

12.50

11.90

0.06

0.06

1.91

1,237

32

12-31-2011

11.76

0.28

(0.20

)

0.08

(0.29

)

(0.12

)

(0.41

)

11.43

0.67

0.06

0.06

2.39

1,168

10

12-31-2010

10.81

0.25

1.02

1.27

(0.25

)

(0.07

)

(0.32

)

11.76

11.78

0.06

0.06

2.20

1,254

30

 

1

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

2

Based on average daily shares outstanding.

3

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.52% - 1.09%, 0.50% - 1.10%, 0.49% - 1.10%, 0.48% - 1.10% and 0.48% - 1.10% for the years ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

Lifestyle Balanced PS Series

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.95

0.42

3

0.41

0.83

(0.34

)

(0.26

)

(0.60

)

14.18

5.96

0.12

4

0.11

4

2.95

3

28

27

12-31-2013 5

13.99

0.16

3

0.09

0.25

(0.26

)

(0.03

)

(0.29

)

13.95

1.77

6

0.14

4,7

0.12

4,7

1.12

3,6

8

37

9

Series II

12-31-2014

13.98

0.35

3

0.45

0.80

(0.31

)

(0.26

)

(0.57

)

14.21

5.74

0.32

4

0.31

4

2.48

3

932

27

12-31-2013

12.92

0.25

3

1.38

1.63

(0.23

)

(0.34

)

(0.57

)

13.98

12.68

0.35

4

0.34

4

1.79

3

213

37

12-31-2012

11.80

0.13

3

1.11

1.24

(0.10

)

(0.02

)

(0.12

)

12.92

10.54

0.40

4,10

0.40

4

1.06

3

170

31

12-31-2011 11

12.50

0.25

3

(0.82

) 12

(0.57

)

(0.08

)

(0.05

)

(0.13

)

11.80

(4.57

) 6

0.69

4,7

0.40

4,7

3.12

3,7

71

1

Series NAV

12-31-2014

13.95

0.47

3

0.36

0.83

(0.35

)

(0.26

)

(0.61

)

14.17

5.94

0.07

4

0.06

4

3.31

3

30

27

12-31-2013 5

13.99

0.21

3

0.04

0.25

(0.26

)

(0.03

)

(0.29

)

13.95

1.82

6

0.10

4,7

0.08

4,7

1.49

3,6

8

37

9

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.53% - 0.59%, 0.50% - 0.63%, 0.49% - 1.10%, 0.73% - 1.10% for the years ended 12-31-14, 12-31-13, 12-31-12, and 12-31-11, respectively.

5

The inception date for Series I and Series NAV shares is 11-1-13.

6

Not annualized.

7

Annualized.

8

Less than $500,000.

9

Portfolio turnover is shown for the period from 1-1-13 to 12-31-13.

10

Expense ratio has been revised to conform with current year presentation of expense recapture and net expense reductions.

11

Period from 4-29-11 (commencement of operations) to 12-31-11.

12

The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the portfolio.

 

365


Table of Contents

Lifestyle Conservative MVP

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1,2

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 3

Expenses before reductions (%) 4

Expenses including reductions (%) 4

Net investment income (loss) (%) 1

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

12.58

0.32

0.31

0.63

(0.33

)

(0.76

)

(1.09

)

12.12

5.02

0.12

0.10

2.50

191

33

12-31-2013

12.96

0.29

0.21

0.50

(0.35

)

(0.53

)

(0.88

)

12.58

3.88

0.11

0.11

2.24

218

5

12-31-2012

12.56

0.33

0.73

1.06

(0.32

)

(0.34

)

(0.66

)

12.96

8.52

0.11

0.11

2.51

274

22

12-31-2011

12.57

0.42

0.11

0.53

(0.41

)

(0.13

)

(0.54

)

12.56

4.23

0.11

0.11

3.27

252

17

12-31-2010

11.83

0.29

0.79

1.08

(0.30

)

(0.04

)

(0.34

)

12.57

9.12

0.11

0.11

2.36

247

34

Series II

12-31-2014

12.51

0.29

0.32

0.61

(0.31

)

(0.76

)

(1.07

)

12.05

4.84

0.32

0.30

2.25

1,583

33

12-31-2013

12.89

0.26

0.22

0.48

(0.33

)

(0.53

)

(0.86

)

12.51

3.69

0.31

0.31

1.99

2,014

5

12-31-2012

12.50

0.30

0.73

1.03

(0.30

)

(0.34

)

(0.64

)

12.89

8.27

0.31

0.31

2.29

2,613

22

12-31-2011

12.51

0.39

0.12

0.51

(0.39

)

(0.13

)

(0.52

)

12.50

4.04

0.31

0.31

3.05

2,525

17

12-31-2010

11.78

0.27

0.77

1.04

(0.27

)

(0.04

)

(0.31

)

12.51

8.87

0.31

0.31

2.20

2,572

34

Series NAV

12-31-2014

12.61

0.35

0.28

0.63

(0.34

)

(0.76

)

(1.10

)

12.14

4.97

0.07

0.05

2.71

50

33

12-31-2013

12.98

0.33

0.19

0.52

(0.36

)

(0.53

)

(0.89

)

12.61

4.00

0.06

0.06

2.50

48

5

12-31-2012

12.58

0.36

0.71

1.07

(0.33

)

(0.34

)

(0.67

)

12.98

8.55

0.06

0.06

2.77

50

22

12-31-2011

12.59

0.46

0.08

0.54

(0.42

)

(0.13

)

(0.55

)

12.58

4.27

0.06

0.06

3.57

34

17

12-31-2010

11.84

0.33

0.76

1.09

(0.30

)

(0.04

)

(0.34

)

12.59

9.25

0.06

0.06

2.67

30

34

 

1

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

2

Based on average daily shares outstanding.

3

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.52%- 1.09%, 0.50% - 1.10%, 0.49% - 1.10%, 0.48% - 1.10% and 0.48% - 1.02% for the years ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

Lifestyle Conservative PS Series

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.18

0.53

3

0.20

0.73

(0.38

)

(0.20

)

(0.58

)

13.33

5.55

0.15

4

0.13

4

3.96

3

8

56

12-31-2013 5

13.48

0.23

3

(0.20

)

0.03

(0.28

)

(0.05

)

(0.33

)

13.18

0.20

6

0.27

4,7

0.12

4,7

1.74

3,6

8

22

9

Series II

12-31-2014

13.19

0.40

3

0.31

0.71

(0.35

)

(0.20

)

(0.55

)

13.35

5.41

0.35

4

0.33

4

2.99

3

188

56

12-31-2013

13.15

0.23

3

0.28

0.51

(0.25

)

(0.22

)

(0.47

)

13.19

3.86

0.43

4

0.38

4

1.75

3

50

22

12-31-2012

12.36

0.17

3

0.76

0.93

(0.14

)

10

(0.14

)

13.15

7.53

0.45

4

0.40

4

1.34

3

59

16

12-31-2011 11

12.50

0.30

3

(0.27

) 12

0.03

(0.11

)

(0.06

)

(0.17

)

12.36

0.27

6

1.11

4,7

0.40

4,7

3.53

3,6

29

4

Series NAV

12-31-2014

13.17

0.60

3

0.15

0.75

(0.39

)

(0.20

)

(0.59

)

13.33

5.68

0.10

4

0.08

4

4.44

3

8

56

12-31-2013 5

13.48

0.23

3

(0.21

)

0.02

(0.28

)

(0.05

)

(0.33

)

13.17

0.18

6

0.22

4,7

0.08

4,7

1.74

3,6

8

22

9

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.53% - 0.59%, 0.50% - 0.63%, 0.49% - 1.10%, and 0.73% - 1.10% for the years ended 12-31-14, 12-31-13, 12-31-12, 12-31-11, respectively.

5

The inception date for Series I and Series NAV shares is 11-1-13.

6

Not annualized.

7

Annualized.

8

Less than $500,000.

9

Portfolio turnover is shown for the period from 1-1-13 to 12-31-13.

10

Less than $0.005 per share.

11

Period from 4-29-11 (commencement of operations) to 12-31-11.

12

The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the portfolio.

 

366


Table of Contents

Lifestyle Growth MVP

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1,2

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 3

Expenses before reductions (%) 4

Expenses including reductions (%) 4

Net investment income (loss) (%) 1

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

14.23

0.25

0.06

0.31

(0.26

)

(0.15

)

(0.41

)

14.13

2.16

0.12

0.10

1.73

839

18

12-31-2013

12.21

0.23

2.13

2.36

(0.24

)

(0.10

)

(0.34

)

14.23

19.34

0.11

0.11

1.73

917

11

12-31-2012

10.92

0.18

1.33

1.51

(0.18

)

(0.04

)

(0.22

)

12.21

13.87

0.11

0.11

1.50

807

39

5

12-31-2011

11.42

0.22

(0.40

)

(0.18

)

(0.22

)

(0.10

)

(0.32

)

10.92

(1.60

)

0.11

0.11

1.92

726

9

5

12-31-2010

10.34

0.19

1.15

1.34

(0.19

)

(0.07

)

(0.26

)

11.42

13.02

0.11

0.11

1.81

742

23

Series II

12-31-2014

14.19

0.21

0.08

0.29

(0.23

)

(0.15

)

(0.38

)

14.10

2.04

0.32

0.30

1.47

11,165

18

12-31-2013

12.18

0.20

2.12

2.32

(0.21

)

(0.10

)

(0.31

)

14.19

19.09

0.31

0.31

1.50

14,027

11

12-31-2012

10.90

0.15

1.33

1.48

(0.16

)

(0.04

)

(0.20

)

12.18

13.59

0.31

0.31

1.27

12,818

39

5

12-31-2011

11.40

0.19

(0.39

)

(0.20

)

(0.20

)

(0.10

)

(0.30

)

10.90

(1.80

)

0.31

0.31

1.66

12,007

9

5

12-31-2010

10.32

0.17

1.15

1.32

(0.17

)

(0.07

)

(0.24

)

11.40

12.83

0.31

0.31

1.59

13,186

23

Series NAV

12-31-2014

14.24

0.27

0.06

0.33

(0.27

)

(0.15

)

(0.42

)

14.15

2.28

0.07

0.05

1.86

703

18

12-31-2013

12.22

0.25

2.11

2.36

(0.24

)

(0.10

)

(0.34

)

14.24

19.38

0.06

0.06

1.87

670

11

12-31-2012

10.93

0.19

1.33

1.52

(0.19

)

(0.04

)

(0.23

)

12.22

13.91

0.06

0.06

1.58

521

39

5

12-31-2011

11.43

0.24

(0.42

)

(0.18

)

(0.22

)

(0.10

)

(0.32

)

10.93

(1.55

)

0.06

0.06

2.05

435

9

5

12-31-2010

10.35

0.21

1.14

1.35

(0.20

)

(0.07

)

(0.27

)

11.43

13.05

0.06

0.06

1.93

405

23

 

1

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

2

Based on average daily shares outstanding.

3

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds help by the portfolio. The range of expense ratios from the underlying funds held by the portfolio was as follows: 0.52% - 1.09%, 0.50% - 1.10%, 0.49% - 1.10%, 0.48% - 1.10% and 0.48% - 1.10% for the periods ended 12-31-14, 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

5

Excludes merger activity.

Lifestyle Growth PS Series

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

14.51

0.39

3

0.51

0.90

(0.32

)

(0.24

)

(0.56

)

14.85

6.17

0.11

4

0.11

4

2.61

3

37

18

12-31-2013 5

14.31

0.02

3

0.39

6

0.41

(0.19

)

(0.02

)

(0.21

)

14.51

2.88

7

0.14

4,8

0.12

4,8

0.11

3,7

4

46

9

Series II

12-31-2014

14.53

0.34

3

0.52

0.86

(0.29

)

(0.24

)

(0.53

)

14.86

5.88

0.31

4

0.31

4

2.31

3

1,873

18

12-31-2013

12.75

0.23

3

2.16

2.39

(0.17

)

(0.44

)

(0.61

)

14.53

18.86

0.34

4

0.34

4

1.65

3

297

46

12-31-2012

11.44

0.09

3

1.33

1.42

(0.08

)

(0.03

)

(0.11

)

12.75

12.45

0.39

4,10

0.39

4

0.75

3

175

45

11

12-31-2011 12

12.50

0.19

3

(1.15

) 6

(0.96

)

(0.07

)

(0.03

)

(0.10

)

11.44

(7.66

) 7

0.58

4,8

0.40

4,8

2.46

3,8

94

8

Series NAV

12-31-2014

14.50

0.75

3

0.16

0.91

(0.33

)

(0.24

)

(0.57

)

14.84

6.22

0.06

4

0.06

4

5.02

3

12

18

12-31-2013 5

14.31

0.19

3

0.22

6

0.41

(0.20

)

(0.02

)

(0.22

)

14.50

2.86

7

0.09

4,8

0.08

4,8

1.33

3,7

13

46

9

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.53% - 0.59%, 0.50% - 0.63%, 0.49% - 1.10%, and 0.73% - 1.10% for the years ended 12-31-14, 12-31-13, 12-31-12, and 12-31-11, respectively.

5

The inception date for Series I and Series NAV shares is 11-1-13.

6

The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the portfolio.

7

Not annualized.

8

Annualized.

9

Portfolio turnover is shown for the period from 1-1-13 to 12-31-13.

10

Expense ratio has been revised to conform with current year presentation of expense recapture and net expense reductions.

11

Increase in the portfolio turnover is directly attributed to in-kind transactions that are related to the reorganization of the underlying funds held by the Trust.

12

Period from 4-29-11 (commencement of operations) to 12-31-11.

13

Less than $500,000.

 

367


Table of Contents

Lifestyle Moderate MVP

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1,2

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 3

Expenses before reductions (%) 4

Expenses including reductions (%) 4

Net investment income (loss) (%) 1

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.68

0.31

0.37

0.68

(0.32

)

(0.74

)

(1.06

)

13.30

4.94

0.12

0.10

2.24

289

26

12-31-2013

12.78

0.29

1.02

1.31

(0.30

)

(0.11

)

(0.41

)

13.68

10.22

0.11

0.11

2.14

320

7

12-31-2012

11.84

0.26

1.00

1.26

(0.27

)

(0.05

)

(0.32

)

12.78

10.67

0.11

0.11

2.07

315

26

12-31-2011

12.01

0.32

(0.04

)

0.28

(0.33

)

(0.12

)

(0.45

)

11.84

2.33

0.11

0.11

2.65

301

12

12-31-2010

11.15

0.27

0.91

1.18

(0.27

)

(0.05

)

(0.32

)

12.01

10.55

0.11

0.11

2.31

307

29

Series II

12-31-2014

13.62

0.27

0.37

0.64

(0.29

)

(0.74

)

(1.03

)

13.23

4.68

0.32

0.30

1.98

2,513

26

12-31-2013

12.73

0.25

1.02

1.27

(0.27

)

(0.11

)

(0.38

)

13.62

9.97

0.31

0.31

1.89

3,037

7

12-31-2012

11.79

0.23

1.00

1.23

(0.24

)

(0.05

)

(0.29

)

12.73

10.50

0.31

0.31

1.86

3,157

26

12-31-2011

11.96

0.29

(0.03

)

0.26

(0.31

)

(0.12

)

(0.43

)

11.79

2.13

0.31

0.31

2.42

3,116

12

12-31-2010

11.10

0.24

0.91

1.15

(0.24

)

(0.05

)

(0.29

)

11.96

10.39

0.31

0.31

2.10

3,272

29

Series NAV

12-31-2014

13.69

0.34

0.35

0.69

(0.33

)

(0.74

)

(1.07

)

13.31

4.99

0.07

0.05

2.46

115

26

12-31-2013

12.79

0.30

1.02

1.32

(0.31

)

(0.11

)

(0.42

)

13.69

10.27

0.06

0.06

2.23

102

7

12-31-2012

11.85

0.28

0.98

1.26

(0.27

)

(0.05

)

(0.32

)

12.79

10.71

0.06

0.06

2.23

91

26

12-31-2011

12.02

0.38

(0.09

)

0.29

(0.34

)

(0.12

)

(0.46

)

11.85

2.38

0.06

0.06

3.07

75

12

12-31-2010

11.15

0.29

0.90

1.19

(0.27

)

(0.05

)

(0.32

)

12.02

10.69

0.06

0.06

2.51

53

29

 

1

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

2

Based on average daily shares outstanding.

3

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

4

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.52% - 1.09%, 0.50% - 1.10%, 0.49% - 1.10%, 0.48% - 1.10% and 0.49% - 1.23% for the years ended 12-31-14 12-31-13, 12-31-12, 12-31-11 and 12-31-10, respectively.

Lifestyle Moderate PS Series

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.82

0.43

3

0.38

0.81

(0.36

)

(0.32

)

(0.68

)

13.95

5.91

0.13

0.13

3.03

3

8

38

12-31-2013 4

13.95

0.18

3

(0.01

)

0.17

(0.26

)

(0.04

)

(0.30

)

13.82

1.23

5

0.21

6,7

0.12

6,7

1.34

3,5

8

36

9

Series II

12-31-2014

13.85

0.37

3

0.40

0.77

(0.33

)

(0.32

)

(0.65

)

13.97

5.61

0.33

0.33

2.64

3

323

38

12-31-2013

13.06

0.24

3

1.08

1.32

(0.24

)

(0.29

)

(0.53

)

13.85

10.12

0.40

7

0.38

7

1.75

3

92

36

12-31-2012

12.04

0.15

3

1.00

1.15

(0.12

)

(0.01

)

(0.13

)

13.06

9.55

0.42

7,10

0.40

7

1.21

3

84

25

12-31-2011 11

12.50

0.25

3

(0.57

) 12

(0.32

)

(0.09

)

(0.05

)

(0.14

)

12.04

(2.54

) 5

0.97

0.40

6,7

3.03

3,6

36

13

Series NAV

12-31-2014

13.82

0.83

3

(0.02

)

0.81

(0.37

)

(0.32

)

(0.69

)

13.94

5.88

0.08

0.08

5.89

3

3

38

12-31-2013 4

13.95

0.22

3

(0.04

)

0.18

(0.27

)

(0.04

)

(0.31

)

13.82

1.28

5

0.16

0.08

6,7

1.60

3,5

8

36

9

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Recognition of net investment income by the portfolio is affected by the timing and frequency of the declaration of dividends by the underlying funds in which the portfolio invests.

4

The inception date for Series I and Series NAV shares is 11-1-13.

5

Not annualized.

6

Annualized.

7

Ratios do not include expenses indirectly incurred from underlying funds and can vary based on the mix of underlying funds held by the portfolio. The range of expense ratios of the underlying funds held by the portfolio was as follows: 0.53% - 0.59%, 0.50% - 0.63%, 0.49% - 1.10%, and 0.73% - 1.10% for the years ended 12-31-14, 12-31-13, 12-31-12, and 12-31-11, respectively.

8

Less than $500,000.

9

Portfolio turnover is shown for the period from 1-1-13 to 12-31-13.

10

Expense ratio has been revised to conform with current year presentation of expense recapture and net expense reductions.

11

Period from 4-29-11 (commencement of operations) to 12-31-11.

12

The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund/portfolio.

13

Less than 1%.

 

368


Table of Contents

Mid Cap Index Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

21.82

0.23

1.79

2.02

(0.22

)

(1.33

)

(1.55

)

22.29

9.35

0.56

0.46

1.05

679

14

12-31-2013

17.45

0.21

5.50

5.71

(0.22

)

(1.12

)

(1.34

)

21.82

33.03

0.55

0.45

1.02

657

14

12-31-2012

16.75

0.16

2.65

2.81

(0.25

)

(1.86

)

(2.11

)

17.45

17.48

0.55

0.49

0.91

453

8

12-31-2011

17.74

0.17

(0.60

)

(0.43

)

(0.12

)

(0.44

)

(0.56

)

16.75

(2.25

)

0.54

0.54

0.98

413

13

12-31-2010

14.22

0.14

3.55

3.69

(0.17

)

(0.17

)

17.74

25.98

0.54

0.54

0.88

436

12

Series II

12-31-2014

21.76

0.19

1.77

1.96

(0.17

)

(1.33

)

(1.50

)

22.22

9.12

0.76

0.66

0.84

71

14

12-31-2013

17.41

0.16

5.49

5.65

(0.18

)

(1.12

)

(1.30

)

21.76

32.76

0.75

0.65

0.81

82

14

12-31-2012

16.71

0.12

2.66

2.78

(0.22

)

(1.86

)

(2.08

)

17.41

17.30

0.75

0.70

0.69

74

8

12-31-2011

17.70

0.14

(0.61

)

(0.47

)

(0.08

)

(0.44

)

(0.52

)

16.71

(2.46

)

0.74

0.74

0.77

78

13

12-31-2010

14.18

0.10

3.55

3.65

(0.13

)

(0.13

)

17.70

25.80

0.74

0.74

0.67

93

12

Series NAV

12-31-2014

21.82

0.25

1.78

2.03

(0.23

)

(1.33

)

(1.56

)

22.29

9.40

0.51

0.41

1.11

106

14

12-31-2013

17.45

0.22

5.50

5.72

(0.23

)

(1.12

)

(1.35

)

21.82

33.09

0.50

0.40

1.06

88

14

12-31-2012

16.75

0.12

2.70

2.82

(0.26

)

(1.86

)

(2.12

)

17.45

17.54

0.50

0.47

0.66

59

8

12-31-2011

17.73

0.18

(0.59

)

(0.41

)

(0.13

)

(0.44

)

(0.57

)

16.75

(2.14

)

0.49

0.49

1.03

624

13

12-31-2010

14.21

0.14

3.56

3.70

(0.18

)

(0.18

)

17.73

26.06

0.49

0.49

0.92

681

12

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Mid Cap Stock Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

21.07

(0.08

)

1.68

1.60

(0.02

)

(4.04

)

(4.06

)

18.61

8.02

0.92

0.91

(0.37

)

188

103

12-31-2013

15.68

(0.05

)

5.80

5.75

(0.01

)

(0.35

)

(0.36

)

21.07

36.82

0.92

0.92

(0.27

)

207

116

12-31-2012

12.83

2.85

2.85

15.68

22.21

0.93

0.92

0.01

178

115

12-31-2011

14.13

(0.05

)

(1.25

)

(1.30

)

12.83

(9.20

)

0.93

0.93

(0.35

)

175

107

12-31-2010

11.48

(0.03

)

2.68

2.65

3

14.13

23.08

0.93

0.93

(0.23

)

221

115

Series II

12-31-2014

20.51

(0.11

)

1.63

1.52

(4.04

)

(4.04

)

17.99

7.82

1.12

1.11

(0.58

)

99

103

12-31-2013

15.30

(0.08

)

5.64

5.56

(0.35

)

(0.35

)

20.51

36.51

1.12

1.12

(0.47

)

121

116

12-31-2012

12.54

(0.03

)

2.79

2.76

15.30

22.01

1.13

1.12

(0.19

)

108

115

12-31-2011

13.84

(0.08

)

(1.22

)

(1.30

)

12.54

(9.39

)

1.13

1.13

(0.55

)

105

107

12-31-2010

11.27

(0.05

)

2.62

2.57

13.84

22.80

1.13

1.13

(0.43

)

135

115

Series NAV

12-31-2014

21.19

(0.07

)

1.70

1.63

(0.03

)

(4.04

)

(4.07

)

18.75

8.12

0.87

0.86

(0.32

)

562

103

12-31-2013

15.77

(0.04

)

5.82

5.78

(0.01

)

(0.35

)

(0.36

)

21.19

36.84

0.87

0.87

(0.23

)

615

116

12-31-2012

12.90

0.01

2.86

2.87

15.77

22.25

0.88

0.87

0.07

456

115

12-31-2011

14.19

(0.04

)

(1.25

)

(1.29

)

12.90

(9.09

)

0.88

0.88

(0.30

)

414

107

12-31-2010

11.53

(0.02

)

2.68

2.66

3

14.19

23.07

0.88

0.88

(0.18

)

466

115

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

 

369


Table of Contents

Mid Value Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.99

0.11

1.37

1.48

(0.10

)

(1.41

)

(1.51

)

13.96

10.60

1.04

0.98

0.77

347

32

12-31-2013

11.49

0.09

3.47

3.56

(0.13

)

(0.93

)

(1.06

)

13.99

31.39

1.04

0.99

0.67

347

37

12-31-2012

10.50

0.14

1.85

1.99

(0.10

)

(0.90

)

(1.00

)

11.49

19.42

1.04

0.99

1.21

284

38

12-31-2011

11.12

0.11

(0.65

)

(0.54

)

(0.08

)

(0.08

)

10.50

(4.83

)

1.04

1.00

0.96

271

54

12-31-2010

9.80

0.19

1.39

1.58

(0.22

)

(0.04

)

(0.26

)

11.12

16.16

1.05

1.00

1.88

301

43

Series II

12-31-2014

14.00

0.08

1.38

1.46

(0.08

)

(1.41

)

(1.49

)

13.97

10.39

1.24

1.18

0.57

76

32

12-31-2013

11.50

0.06

3.48

3.54

(0.11

)

(0.93

)

(1.04

)

14.00

31.14

1.24

1.19

0.47

86

37

12-31-2012

10.50

0.11

1.86

1.97

(0.07

)

(0.90

)

(0.97

)

11.50

19.29

1.24

1.19

0.99

80

38

12-31-2011

11.12

0.08

(0.64

)

(0.56

)

(0.06

)

(0.06

)

10.50

(5.04

)

1.24

1.20

0.74

83

54

12-31-2010

9.81

0.17

1.37

1.54

(0.19

)

(0.04

)

(0.23

)

11.12

15.79

1.25

1.20

1.65

106

43

Series NAV

12-31-2014

13.94

0.12

1.37

1.49

(0.11

)

(1.41

)

(1.52

)

13.91

10.70

0.99

0.93

0.82

481

32

12-31-2013

11.45

0.09

3.47

3.56

(0.14

)

(0.93

)

(1.07

)

13.94

31.47

0.99

0.94

0.72

532

37

12-31-2012

10.47

0.14

1.84

1.98

(0.10

)

(0.90

)

(1.00

)

11.45

19.43

0.99

0.94

1.26

387

38

12-31-2011

11.08

0.11

(0.63

)

(0.52

)

(0.09

)

(0.09

)

10.47

(4.71

)

0.99

0.95

1.02

370

54

12-31-2010

9.77

0.19

1.38

1.57

(0.22

)

(0.04

)

(0.26

)

11.08

16.16

1.00

0.95

1.90

393

43

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Money Market Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

1.00

3

3

3

3

1.00

0.00

4

0.56

0.16

1,794

12-31-2013

1.00

3

3

3

3

1.00

0.01

0.56

0.24

2,110

12-31-2012

1.00

3

3

3

3

1.00

0.01

0.55

0.30

2,599

12-31-2011

1.00

3

3

3

3

1.00

0.07

0.55

0.17

2,927

12-31-2010

1.00

3

3

1.00

0.55

0.29

2,889

Series II

12-31-2014

1.00

3

3

3

3

1.00

0.00

4

0.76

0.16

315

12-31-2013

1.00

3

3

3

3

1.00

0.01

0.76

0.24

436

12-31-2012

1.00

3

3

3

3

1.00

0.01

0.75

0.30

701

12-31-2011

1.00

3

3

3

3

1.00

0.07

0.75

0.17

923

12-31-2010

1.00

3

3

1.00

0.75

0.29

886

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

4

Less than 0.005%.

 

370


Table of Contents

Money Market Trust B

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series NAV

12-31-2014

1.00

3

3

3

3

1.00

0.00

4

0.54

0.16

397

12-31-2013

1.00

3

3

3

3

3

3

1.00

0.01

0.54

0.23

0.01

481

12-31-2012

1.00

3

3

3

3

3

3

1.00

0.05

0.53

0.26

0.04

542

12-31-2011

1.00

3

3

3

3

1.00

0.08

0.52

0.19

608

12-31-2010

1.00

3

3

3

3

1.00

0.05

0.53

0.27

0.05

613

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

4

Less than 0.005%.

Mutual Shares Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.75

0.37

3

0.63

1.00

(0.47

)

(0.26

)

(0.73

)

14.02

7.21

1.03

1.03

2.62

3

200

19

12-31-2013

10.86

0.20

2.87

3.07

(0.18

)

(0.18

)

13.75

28.32

1.03

1.02

1.63

220

27

12-31-2012

9.65

0.18

1.18

1.36

(0.15

)

(0.15

)

10.86

14.13

1.06

1.05

1.73

203

28

12-31-2011

9.84

0.18

(0.28

)

(0.10

)

(0.09

)

(0.09

)

9.65

(0.94

)

1.08

1.08

1.84

190

38

12-31-2010

9.05

0.26

4

0.78

1.04

(0.25

)

(0.25

)

9.84

11.52

1.08

1.08

2.76

4

173

30

Series NAV

12-31-2014

13.74

0.38

3

0.64

1.02

(0.48

)

(0.26

)

(0.74

)

14.02

7.34

0.98

0.98

2.66

3

419

19

12-31-2013

10.85

0.21

2.87

3.08

(0.19

)

(0.19

)

13.74

28.40

0.98

0.97

1.69

475

27

12-31-2012

9.65

0.18

1.17

1.35

(0.15

)

(0.15

)

10.85

14.08

1.01

1.00

1.78

426

28

12-31-2011

9.84

0.19

(0.28

)

(0.09

)

(0.10

)

(0.10

)

9.65

(0.89

)

1.03

1.03

1.89

415

38

12-31-2010

9.06

0.26

4

0.78

1.04

(0.26

)

(0.26

)

9.84

11.49

1.03

1.03

2.78

4

469

30

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflect special dividends received by the portfolio, which amounted to $0.10 and 0.74% for all series, respectively.

4

Net investment income per share and the percentage of average net assets reflects special dividends received by the portfolio, which amounted to $0.11 and 1.22%, respectively.

 

371


Table of Contents

New Income Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series NAV

12-31-2014

12.90

0.33

0.42

0.75

(0.61

)

(0.61

)

13.04

5.83

0.62

0.60

2.52

1,734

54

12-31-2013

13.80

0.33

(0.62

)

(0.29

)

(0.43

)

(0.18

)

(0.61

)

12.90

(2.12

)

0.65

0.63

2.40

2,783

57

12-31-2012

13.55

0.36

0.43

0.79

(0.47

)

(0.07

)

(0.54

)

13.80

5.91

0.65

0.63

2.60

2,853

77

12-31-2011

13.36

0.43

0.35

0.78

(0.56

)

(0.03

)

(0.59

)

13.55

5.91

0.65

0.63

3.17

2,771

65

12-31-2010

12.83

0.43

0.46

0.89

(0.36

)

(0.36

)

13.36

6.96

0.68

0.66

3.19

2,979

87

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Real Estate Securities Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.84

0.30

4.08

4.38

(0.27

)

(0.27

)

17.95

31.73

0.79

0.79

1.88

104

131

12-31-2013

14.13

0.30

(0.31

)

(0.01

)

(0.28

)

(0.28

)

13.84

(0.10

)

0.80

0.79

2.02

83

104

12-31-2012

12.26

0.21

1.90

2.11

(0.24

)

(0.24

)

14.13

17.26

0.79

0.79

1.58

95

99

12-31-2011

11.37

0.14

0.93

1.07

(0.18

)

(0.18

)

12.26

9.46

0.79

0.79

1.17

97

86

12-31-2010

8.96

0.21

2.39

2.60

(0.19

)

(0.19

)

11.37

29.19

0.78

0.78

2.09

106

99

Series II

12-31-2014

13.86

0.27

4.08

4.35

(0.24

)

(0.24

)

17.97

31.52

0.99

0.99

1.65

66

131

12-31-2013

14.16

0.27

(0.32

)

(0.05

)

(0.25

)

(0.25

)

13.86

(0.38

)

1.00

0.99

1.80

58

104

12-31-2012

12.28

0.19

1.90

2.09

(0.21

)

(0.21

)

14.16

17.09

0.99

0.99

1.37

72

99

12-31-2011

11.39

0.12

0.93

1.05

(0.16

)

(0.16

)

12.28

9.24

0.99

0.99

0.97

74

86

12-31-2010

8.98

0.19

2.39

2.58

(0.17

)

(0.17

)

11.39

28.87

0.98

0.98

1.90

82

99

Series NAV

12-31-2014

13.76

0.31

4.05

4.36

(0.28

)

(0.28

)

17.84

31.75

0.74

0.74

1.93

283

131

12-31-2013

14.05

0.31

(0.31

)

3

(0.29

)

(0.29

)

13.76

(0.05

)

0.75

0.74

2.10

224

104

12-31-2012

12.19

0.22

1.88

2.10

(0.24

)

(0.24

)

14.05

17.33

0.74

0.74

1.65

231

99

12-31-2011

11.30

0.15

0.93

1.08

(0.19

)

(0.19

)

12.19

9.58

0.74

0.74

1.24

214

86

12-31-2010

8.91

0.22

2.37

2.59

(0.20

)

(0.20

)

11.30

29.20

0.73

0.73

2.14

211

99

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

 

372


Table of Contents

Real Return Bond Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

11.80

0.35

0.22

0.57

(0.37

)

(0.37

)

12.00

4.77

3

1.00

0.95

2.87

6

122

12-31-2013

13.36

0.25

(1.48

)

(1.23

)

(0.33

)

(0.33

)

11.80

(9.28

)

0.99

0.98

1.97

7

70

12-31-2012 4

12.49

0.35

0.75

1.10

(0.23

)

(0.23

)

13.36

8.86

0.98

0.98

2.67

10

53

12-31-2011

11.59

0.28

1.11

1.39

(0.49

)

(0.49

)

12.49

12.02

0.83

0.83

2.27

10

496

12-31-2010

11.98

0.18

0.85

1.03

(1.42

)

(1.42

)

11.59

8.83

0.81

0.81

1.46

10

614

Series II

12-31-2014

11.64

0.32

0.21

0.53

(0.34

)

(0.34

)

11.83

4.53

3

1.20

1.15

2.68

37

122

12-31-2013

13.20

0.20

(1.43

)

(1.23

)

(0.33

)

(0.33

)

11.64

(9.42

)

1.19

1.18

1.61

46

70

12-31-2012 4

12.35

0.32

0.74

1.06

(0.21

)

(0.21

)

13.20

8.58

1.18

1.18

2.47

73

53

12-31-2011

11.46

0.25

1.10

1.35

(0.46

)

(0.46

)

12.35

11.86

1.03

1.03

2.10

78

496

12-31-2010

11.85

0.16

0.84

1.00

(1.39

)

(1.39

)

11.46

8.67

1.01

1.01

1.29

86

614

Series NAV

12-31-2014

11.64

0.36

0.22

0.58

(0.38

)

(0.38

)

11.84

4.88

3

0.95

0.90

2.94

40

122

12-31-2013

13.18

0.25

(1.46

)

(1.21

)

(0.33

)

(0.33

)

11.64

(9.25

)

0.94

0.93

2.01

41

70

12-31-2012 4

12.33

0.35

0.74

1.09

(0.24

)

(0.24

)

13.18

8.86

0.93

0.93

2.73

52

53

12-31-2011

11.44

0.28

1.10

1.38

(0.49

)

(0.49

)

12.33

12.15

0.78

0.78

2.34

41

496

12-31-2010

11.85

0.20

0.82

1.02

(1.43

)

(1.43

)

11.44

8.81

0.76

0.76

1.54

30

614

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Total return includes litigation settlement from JP Morgan, relating to losses on mortgage back securities occurring from 2006 to 2008, which increased total return by approximately 2.10% for Series I, 2.12% for Series II and 2.03% for Series NAV.

4

In accordance with Accounting Standards Update 2011-03, Reconsideration of Effective Control for Repurchase Agreements, the portfolio now recognizes sale-buybacks as secured borrowings and not as purchases and sales of securities. Accordingly, the portfolio has excluded these transactions from its portfolio turnover calculation. Had these transactions been included, the portfolio turnover rate would have been 856%. The portfolio also recorded additional income and expenses which were offset by corresponding adjustments to realized and unrealized gain/loss. These adjustments had no overall impact to the per share net asset value but did increase the net investment income per share by $0.18, the ratio of net investment income to average net assets by 1.36% and the ratio of expenses to average net assets by 0.13%.

Science & Technology Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

24.73

(0.07

)

3.25

3.18

(0.83

)

(0.83

)

27.08

12.89

1.11

1.07

(0.29

)

420

100

12-31-2013

17.23

(0.03

)

7.53

7.50

24.73

43.53

1.13

1.10

(0.15

)

375

105

12-31-2012

15.60

(0.03

)

1.66

1.63

17.23

10.45

1.16

1.13

(0.16

)

282

89

12-31-2011

16.91

(0.05

)

(1.26

)

(1.31

)

15.60

(7.75

)

1.16

1.13

(0.30

)

299

115

12-31-2010

13.57

(0.06

)

3.40

3.34

16.91

24.61

1.16

1.13

(0.40

)

370

117

Series II

12-31-2014

24.24

(0.12

)

3.19

3.07

(0.83

)

(0.83

)

26.48

12.70

1.31

1.27

(0.49

)

48

100

12-31-2013

16.92

(0.07

)

7.39

7.32

24.24

43.26

1.33

1.30

(0.35

)

49

105

12-31-2012

15.35

(0.06

)

1.63

1.57

16.92

10.23

1.36

1.33

(0.37

)

41

89

12-31-2011

16.68

(0.09

)

(1.24

)

(1.33

)

15.35

(7.97

)

1.36

1.33

(0.51

)

45

115

12-31-2010

13.41

(0.08

)

3.35

3.27

16.68

24.38

1.36

1.33

(0.60

)

61

117

Series NAV

12-31-2014

24.85

(0.06

)

3.27

3.21

(0.83

)

(0.83

)

27.23

12.95

1.06

1.02

(0.24

)

23

100

12-31-2013

17.31

(0.02

)

7.56

7.54

24.85

43.56

1.08

1.05

(0.10

)

19

105

12-31-2012

15.66

(0.03

)

1.68

1.65

17.31

10.54

1.11

1.08

(0.15

)

13

89

12-31-2011

16.97

(0.04

)

(1.27

)

(1.31

)

15.66

(7.72

)

1.11

1.08

(0.25

)

10

115

12-31-2010

13.61

(0.05

)

3.41

3.36

16.97

24.69

1.11

1.08

(0.36

)

12

117

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

373


Table of Contents

Short Term Government Income Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

12.50

0.08

0.06

0.14

(0.25

)

(0.25

)

12.39

1.15

0.66

0.65

0.64

51

46

12-31-2013

12.87

0.08

(0.19

)

(0.11

)

(0.26

)

(0.26

)

12.50

(0.86

)

0.65

0.65

0.62

63

55

12-31-2012

12.93

0.14

0.02

0.16

(0.22

)

(0.22

)

12.87

1.21

0.65

0.65

1.10

76

71

12-31-2011

12.92

0.16

0.20

0.36

(0.32

)

(0.03

)

(0.35

)

12.93

2.77

0.65

0.65

1.22

89

88

12-31-2010 3

12.88

0.09

0.15

0.24

(0.20

)

(0.20

)

12.92

1.86

4

0.66

5

0.66

5

1.00

5

106

130

6,7

Series II

12-31-2014

12.51

0.06

0.06

0.12

(0.23

)

(0.23

)

12.40

0.94

0.86

0.85

0.44

38

46

12-31-2013

12.88

0.05

(0.19

)

(0.14

)

(0.23

)

(0.23

)

12.51

(1.06

)

0.85

0.85

0.43

49

55

12-31-2012

12.94

0.12

0.01

0.13

(0.19

)

(0.19

)

12.88

1.01

0.85

0.85

0.90

61

71

12-31-2011

12.93

0.13

0.20

0.33

(0.29

)

(0.03

)

(0.32

)

12.94

2.56

0.85

0.85

1.02

77

88

12-31-2010 3

12.88

0.07

0.15

0.22

(0.17

)

(0.17

)

12.93

1.74

4

0.86

5

0.86

5

0.80

5

86

130

6,7

Series NAV

12-31-2014

12.50

0.09

0.06

0.15

(0.26

)

(0.26

)

12.39

1.20

0.61

0.60

0.69

303

46

12-31-2013

12.86

0.09

(0.18

)

(0.09

)

(0.27

)

(0.27

)

12.50

(0.74

)

0.60

0.60

0.67

311

55

12-31-2012

12.93

0.15

8

0.15

(0.22

)

(0.22

)

12.86

1.18

0.60

0.60

1.14

417

71

12-31-2011

12.92

0.17

0.19

0.36

(0.32

)

(0.03

)

(0.35

)

12.93

2.82

0.60

0.60

1.27

390

88

12-31-2010

12.71

0.18

0.23

0.41

(0.20

)

(0.20

)

12.92

3.28

0.64

9,10

0.63

1.39

413

130

6

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

The inception date for Series I and Series II shares is 4-30-10.

4

Not annualized.

5

Annualized.

6

Excludes merger activity.

7

Portfolio turnover is shown for the period from 1-1-10 to 12-31-10.

8

Less than $0.005 per share.

9

Includes the impact of expense recapture which amounted to less than 0.005% of average net assets.

10

Expense ratio has been revised to conform with current year presentation of expense recapture and net expense.

Small Cap Growth Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

12.82

(0.10

)

1.00

0.90

(2.04

)

(2.04

)

11.68

7.57

1.14

1.13

(0.81

)

117

83

12-31-2013

9.29

(0.08

)

4.13

4.05

(0.52

)

(0.52

)

12.82

44.08

1.15

1.15

(0.71

)

128

114

12-31-2012

9.18

(0.03

)

1.51

1.48

(1.37

)

(1.37

)

9.29

16.47

1.16

1.15

(0.31

)

83

132

12-31-2011

10.12

(0.06

)

(0.63

)

(0.69

)

(0.25

)

(0.25

)

9.18

(6.81

)

1.16

1.15

(0.62

)

83

136

12-31-2010

8.29

(0.06

)

1.89

1.83

10.12

22.07

1.15

1.15

(0.69

)

77

139

Series II

12-31-2014

12.52

(0.12

)

0.97

0.85

(2.04

)

(2.04

)

11.33

7.34

1.34

1.33

(1.01

)

35

83

12-31-2013

9.10

(0.10

)

4.04

3.94

(0.52

)

(0.52

)

12.52

43.79

1.35

1.35

(0.91

)

46

114

12-31-2012

9.03

(0.05

)

1.49

1.44

(1.37

)

(1.37

)

9.10

16.29

1.36

1.35

(0.51

)

31

132

12-31-2011

9.98

(0.08

)

(0.62

)

(0.70

)

(0.25

)

(0.25

)

9.03

(7.01

)

1.36

1.35

(0.82

)

32

136

12-31-2010

8.20

(0.08

)

1.86

1.78

9.98

21.71

1.35

1.35

(0.89

)

36

139

Series NAV

12-31-2014

12.89

(0.09

)

1.00

0.91

(2.04

)

(2.04

)

11.76

7.60

1.09

1.08

(0.76

)

350

83

12-31-2013

9.33

(0.07

)

4.15

4.08

(0.52

)

(0.52

)

12.89

44.21

1.10

1.10

(0.66

)

393

114

12-31-2012

9.21

(0.02

)

1.51

1.49

(1.37

)

(1.37

)

9.33

16.52

1.11

1.10

(0.24

)

278

132

12-31-2011

10.15

(0.06

)

(0.63

)

(0.69

)

(0.25

)

(0.25

)

9.21

(6.79

)

1.11

1.10

(0.58

)

266

136

12-31-2010

8.31

(0.06

)

1.90

1.84

10.15

22.14

1.10

1.10

(0.64

)

291

139

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

374


Table of Contents

Small Cap Index Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

15.83

0.14

0.55

0.69

(0.14

)

(0.98

)

(1.12

)

15.40

4.59

0.57

0.52

0.93

302

20

12-31-2013

12.39

0.15

4.57

4.72

(0.22

)

(1.06

)

(1.28

)

15.83

38.58

0.57

0.52

1.03

317

17

12-31-2012

13.15

0.24

1.72

1.96

(0.26

)

(2.46

)

(2.72

)

12.39

16.10

0.56

0.54

1.77

208

13

12-31-2011

14.01

0.11

(0.75

)

(0.64

)

(0.16

)

(0.06

)

(0.22

)

13.15

(4.50

)

0.55

0.55

0.79

194

17

12-31-2010

11.14

0.12

2.81

2.93

(0.06

)

(0.06

)

14.01

26.36

0.55

0.55

0.96

219

15

Series II

12-31-2014

15.77

0.11

0.55

0.66

(0.11

)

(0.98

)

(1.09

)

15.34

4.41

0.77

0.72

0.72

52

20

12-31-2013

12.35

0.12

4.55

4.67

(0.19

)

(1.06

)

(1.25

)

15.77

38.31

0.77

0.72

0.81

64

17

12-31-2012

13.12

0.21

1.72

1.93

(0.24

)

(2.46

)

(2.70

)

12.35

15.82

0.76

0.74

1.55

60

13

12-31-2011

13.97

0.08

(0.74

)

(0.66

)

(0.13

)

(0.06

)

(0.19

)

13.12

(4.64

)

0.75

0.75

0.58

60

17

12-31-2010

11.11

0.09

2.81

2.90

(0.04

)

(0.04

)

13.97

26.10

0.75

0.75

0.74

73

15

Series NAV

12-31-2014

15.84

0.15

0.56

0.71

(0.15

)

(0.98

)

(1.13

)

15.42

4.71

0.52

0.47

1.00

95

20

12-31-2013

12.39

0.16

4.57

4.73

(0.22

)

(1.06

)

(1.28

)

15.84

38.72

0.52

0.47

1.08

76

17

12-31-2012

13.16

0.20

1.76

1.96

(0.27

)

(2.46

)

(2.73

)

12.39

16.06

0.51

0.49

1.42

50

13

12-31-2011

14.01

0.12

(0.74

)

(0.62

)

(0.17

)

(0.06

)

(0.23

)

13.16

(4.38

)

0.50

0.50

0.84

430

17

12-31-2010

11.14

0.12

2.82

2.94

(0.07

)

(0.07

)

14.01

26.42

0.50

0.50

0.99

481

15

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Small Cap Opportunities Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

30.84

0.02

0.71

0.73

(0.01

)

(0.01

)

31.56

2.38

1.10

1.00

0.08

112

40

12-31-2013

22.13

0.01

8.87

8.88

(0.17

)

(0.17

)

30.84

40.16

1.11

1.02

0.05

131

22

12-31-2012

18.94

0.12

3.07

3.19

22.13

16.84

1.11

1.02

0.59

32

25

12-31-2011

19.58

3

(0.62

)

(0.62

)

(0.02

)

(0.02

)

18.94

(3.16

)

1.10

1.01

(0.02

)

32

36

12-31-2010

15.10

0.02

4.46

4.48

19.58

29.67

1.10

1.02

0.11

45

37

Series II

12-31-2014

30.51

(0.04

)

0.69

0.65

31.16

2.13

1.30

1.20

(0.12

)

46

40

12-31-2013

21.90

(0.04

)

8.78

8.74

(0.13

)

(0.13

)

30.51

39.92

1.31

1.22

(0.17

)

57

22

12-31-2012

18.78

0.08

3.04

3.12

21.90

16.61

1.31

1.22

0.37

32

25

12-31-2011

19.44

(0.04

)

(0.61

)

(0.65

)

(0.01

)

(0.01

)

18.78

(3.32

)

1.30

1.21

(0.21

)

33

36

12-31-2010

15.03

(0.01

)

4.42

4.41

19.44

29.34

1.30

1.22

(0.08

)

40

37

Series NAV

12-31-2014

30.70

0.04

0.70

0.74

(0.02

)

(0.02

)

31.42

2.43

1.05

0.95

0.14

124

40

12-31-2013

22.02

0.02

8.84

8.86

(0.18

)

(0.18

)

30.70

40.27

1.06

0.97

0.08

125

22

12-31-2012

18.84

0.13

3.05

3.18

22.02

16.88

1.06

0.97

0.63

91

25

12-31-2011

19.47

0.01

(0.62

)

(0.61

)

(0.02

)

(0.02

)

18.84

(3.12

)

1.05

0.96

0.04

88

36

12-31-2010

15.01

0.03

4.43

4.46

19.47

29.71

1.05

0.97

0.16

98

37

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

 

375


Table of Contents

Small Cap Value Trust

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

26.09

0.16

3

1.55

1.71

(0.16

)

(3.03

)

(3.19

)

24.61

7.18

1.12

1.12

0.63

3

349

22

12-31-2013

20.70

0.06

6.79

6.85

(0.13

)

(1.33

)

(1.46

)

26.09

33.32

1.13

1.12

0.23

376

24

12-31-2012

18.94

0.23

2.65

2.88

(0.17

)

(0.95

)

(1.12

)

20.70

15.63

1.13

1.13

1.17

270

19

12-31-2011

18.89

0.10

0.11

0.21

(0.16

)

(0.16

)

18.94

1.15

1.14

1.14

0.53

229

20

12-31-2010

15.04

0.15

3.76

3.91

(0.06

)

(0.06

)

18.89

26.04

1.15

1.15

0.92

217

23

Series II

12-31-2014

26.01

0.11

3

1.54

1.65

(0.11

)

(3.03

)

(3.14

)

24.52

6.96

1.32

1.32

0.43

3

43

22

12-31-2013

20.66

0.01

6.77

6.78

(0.10

)

(1.33

)

(1.43

)

26.01

33.00

1.33

1.32

0.03

49

24

12-31-2012

18.89

0.18

2.67

2.85

(0.13

)

(0.95

)

(1.08

)

20.66

15.50

1.33

1.33

0.90

39

19

12-31-2011

18.85

0.06

0.10

0.16

(0.12

)

(0.12

)

18.89

0.90

1.34

1.34

0.32

46

20

12-31-2010

15.00

0.11

3.77

3.88

(0.03

)

(0.03

)

18.85

25.86

1.35

1.35

0.65

53

23

Series NAV

12-31-2014

26.04

0.17

3

1.55

1.72

(0.17

)

(3.03

)

(3.20

)

24.56

7.25

1.07

1.07

0.68

3

330

22

12-31-2013

20.67

0.07

6.77

6.84

(0.14

)

(1.33

)

(1.47

)

26.04

33.33

1.08

1.07

0.28

371

24

12-31-2012

18.90

0.24

2.66

2.90

(0.18

)

(0.95

)

(1.13

)

20.67

15.78

1.08

1.08

1.20

314

19

12-31-2011

18.86

0.11

0.10

0.21

(0.17

)

(0.17

)

18.90

1.15

1.09

1.09

0.58

306

20

12-31-2010

15.01

0.15

3.77

3.92

(0.07

)

(0.07

)

18.86

26.15

1.10

1.10

0.91

313

23

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflect special dividends received by the portfolio, which amounted to $0.06 and 0.22% for all series, respectively.

Small Company Growth Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series NAV

12-31-2014

25.62

(0.02

) 3

2.03

2.01

27.63

7.85

1.06

1.05

(0.08

) 3

134

30

12-31-2013

18.34

(0.04

)

7.37

7.33

(0.05

)

(0.05

)

25.62

39.98

1.07

1.06

(0.20

)

158

32

12-31-2012

15.50

0.04

2.80

2.84

18.34

18.32

1.07

1.07

0.24

106

28

12-31-2011

15.78

(0.07

)

(0.21

) 4

(0.28

)

15.50

(1.77

)

1.08

1.08

(0.42

)

101

39

12-31-2010

12.48

(0.06

)

3.36

3.30

15.78

26.44

1.10

1.10

(0.44

)

108

34

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflect special dividends received by the portfolio, which amounted to $0.09 and 0.35%, respectively.

4

The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the portfolio.

 

376


Table of Contents

Small Company Value Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

25.26

0.14

(0.12

)

0.02

(0.01

)

(0.55

)

(0.56

)

24.72

0.11

1.12

1.06

0.55

74

16

12-31-2013

19.50

0.07

6.08

6.15

(0.39

)

(0.39

)

25.26

31.61

1.13

1.07

0.32

88

7

12-31-2012

16.81

0.26

2.48

2.74

(0.05

)

(0.05

)

19.50

16.30

1.13

1.07

1.41

79

5

12-31-2011

17.07

0.06

(0.22

)

(0.16

)

(0.10

)

(0.10

)

16.81

(0.93

)

1.13

1.07

0.38

85

6

12-31-2010

14.26

0.09

2.93

3.02

(0.21

)

(0.21

)

17.07

21.36

1.13

1.07

0.60

105

9

Series II

12-31-2014

24.99

0.08

(0.12

)

(0.04

)

(0.55

)

(0.55

)

24.40

(0.12

)

1.32

1.26

0.34

61

16

12-31-2013

19.32

0.03

6.02

6.05

(0.38

)

(0.38

)

24.99

31.41

1.33

1.27

0.12

75

7

12-31-2012

16.66

0.22

2.46

2.68

(0.02

)

(0.02

)

19.32

16.11

1.33

1.27

1.20

73

5

12-31-2011

16.93

0.03

(0.24

)

(0.21

)

(0.06

)

(0.06

)

16.66

(1.20

)

1.33

1.27

0.18

78

6

12-31-2010

14.14

0.06

2.91

2.97

(0.18

)

(0.18

)

16.93

21.15

1.33

1.27

0.41

93

9

Series NAV

12-31-2014

25.22

0.15

(0.12

)

0.03

(0.01

)

(0.55

)

(0.56

)

24.69

0.14

1.07

1.01

0.60

224

16

12-31-2013

19.46

0.09

6.06

6.15

(0.39

)

(0.39

)

25.22

31.68

1.08

1.02

0.38

259

7

12-31-2012

16.76

0.27

2.48

2.75

(0.05

)

(0.05

)

19.46

16.41

1.08

1.02

1.49

216

5

12-31-2011

17.03

0.08

(0.24

)

(0.16

)

(0.11

)

(0.11

)

16.76

(0.94

)

1.08

1.02

0.44

203

6

12-31-2010

14.23

0.10

2.92

3.02

(0.22

)

(0.22

)

17.03

21.39

1.08

1.02

0.66

215

9

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Strategic Equity Allocation Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series NAV

12-31-2014

16.85

0.33

0.75

1.08

(0.32

)

(0.47

)

(0.79

)

17.14

6.40

0.66

0.52

1.92

11,176

13

12-31-2013

13.27

0.27

3.60

3.87

(0.25

)

(0.04

)

(0.29

)

16.85

29.23

0.66

0.50

1.77

11,162

19

12-31-2012 3

12.50

0.20

0.70

0.90

(0.13

)

(0.13

)

13.27

7.26

4

0.67

5

0.49

5

2.22

5

8,003

10

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Period from 4-16-12 (commencement of operations) to 12-31-12.

4

Not annualized.

5

Annualized.

 

377


Table of Contents

Strategic Income Opportunities Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.17

0.56

0.11

0.67

(0.60

)

(0.60

)

13.24

5.14

0.75

0.74

4.13

415

50

12-31-2013

13.44

0.65

(0.15

)

0.50

(0.77

)

(0.77

)

13.17

3.74

0.78

0.78

4.75

380

45

12-31-2012

12.75

0.80

0.82

1.62

(0.93

)

(0.93

)

13.44

12.86

0.79

0.79

5.91

359

44

12-31-2011

14.00

0.97

(0.70

)

0.27

(1.52

)

(1.52

)

12.75

2.02

0.78

0.78

6.87

318

50

12-31-2010

13.31

1.16

0.92

2.08

(1.39

)

(1.39

)

14.00

15.89

0.82

0.82

8.25

307

68

3

Series II

12-31-2014

13.20

0.53

0.12

0.65

(0.58

)

(0.58

)

13.27

4.92

0.95

0.94

3.94

57

50

12-31-2013

13.47

0.63

(0.16

)

0.47

(0.74

)

(0.74

)

13.20

3.53

0.98

0.98

4.56

65

45

12-31-2012

12.78

0.77

0.82

1.59

(0.90

)

(0.90

)

13.47

12.61

0.99

0.99

5.72

73

44

12-31-2011

14.02

0.94

(0.69

)

0.25

(1.49

)

(1.49

)

12.78

1.89

0.98

0.98

6.67

75

50

12-31-2010

13.33

1.16

0.89

2.05

(1.36

)

(1.36

)

14.02

15.61

1.02

1.02

8.01

91

68

3

Series NAV

12-31-2014

13.13

0.56

0.12

0.68

(0.61

)

(0.61

)

13.20

5.21

0.70

0.69

4.18

53

50

12-31-2013

13.41

0.65

(0.15

)

0.50

(0.78

)

(0.78

)

13.13

3.72

0.73

0.73

4.79

51

45

12-31-2012

12.72

0.80

0.82

1.62

(0.93

)

(0.93

)

13.41

12.95

0.74

0.74

5.95

33

44

12-31-2011

13.97

0.97

(0.69

)

0.28

(1.53

)

(1.53

)

12.72

2.08

0.73

0.73

6.91

26

50

12-31-2010

13.29

1.18

0.90

2.08

(1.40

)

(1.40

)

13.97

15.90

0.77

0.77

8.36

23

68

3

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Excludes merger activity.

Total Bond Market Trust B

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

10.09

0.29

0.32

0.61

(0.33

)

(0.33

)

10.37

6.11

0.56

0.30

2.76

135

64

12-31-2013

10.71

0.27

(0.53

)

(0.26

)

(0.36

)

(0.36

)

10.09

(2.49

)

0.54

0.30

2.55

106

62

12-31-2012 3

10.82

0.01

(0.02

)

(0.01

)

(0.10

)

(0.10

)

10.71

(0.14

) 4

0.56

5

0.30

5

0.62

5

127

29

6,7

Series II

12-31-2014

10.10

0.27

0.32

0.59

(0.31

)

(0.31

)

10.38

5.90

0.76

0.50

2.56

69

64

12-31-2013

10.73

0.25

(0.54

)

(0.29

)

(0.34

)

(0.34

)

10.10

(2.77

)

0.74

0.50

2.33

79

62

12-31-2012 3

10.82

0.01

(0.02

)

(0.01

)

(0.08

)

(0.08

)

10.73

(0.11

) 4

0.76

5

0.50

5

0.42

5

145

29

6,7

Series NAV

12-31-2014

10.09

0.29

0.32

0.61

(0.34

)

(0.34

)

10.36

6.06

0.51

0.25

2.82

284

64

12-31-2013

10.71

0.27

(0.53

)

(0.26

)

(0.36

)

(0.36

)

10.09

(2.44

)

0.49

0.25

2.60

286

62

12-31-2012

10.46

0.34

0.09

0.43

(0.18

)

(0.18

)

10.71

4.08

0.52

0.25

3.16

297

29

6

12-31-2011

10.15

0.40

0.37

0.77

(0.46

)

(0.46

)

10.46

7.60

0.53

0.25

3.87

162

21

12-31-2010

9.97

0.41

0.24

0.65

(0.47

)

(0.47

)

10.15

6.50

0.52

0.25

3.97

165

26

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

The inception date for Series I and Series II shares is 11-5-12.

4

Not annualized.

5

Annualized.

6

Excludes merger activity.

7

Portfolio turnover is shown for the period from 1-1-12 to 12-31-12.

 

378


Table of Contents

Total Return Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

13.60

0.24

0.40

0.64

(0.46

)

(0.46

)

13.78

4.74

0.77

0.75

1.70

163

89

12-31-2013

14.69

0.19

(0.48

)

(0.29

)

(0.46

)

(0.34

)

(0.80

)

13.60

(2.03

)

0.78

0.76

1.28

177

162

12-31-2012 3

13.81

0.30

0.87

1.17

(0.29

)

(0.29

)

14.69

8.49

0.78

0.78

2.04

242

144

12-31-2011

14.46

0.28

0.27

0.55

(0.63

)

(0.57

)

(1.20

)

13.81

3.84

0.78

0.78

1.97

284

280

12-31-2010

13.99

0.28

0.79

1.07

(0.35

)

(0.25

)

(0.60

)

14.46

7.72

0.77

0.77

1.94

329

545

Series II

12-31-2014

13.59

0.21

0.39

0.60

(0.43

)

(0.43

)

13.76

4.46

0.97

0.95

1.49

156

89

12-31-2013

14.68

0.16

(0.48

)

(0.32

)

(0.43

)

(0.34

)

(0.77

)

13.59

(2.23

)

0.98

0.96

1.09

196

162

12-31-2012 3

13.80

0.26

0.88

1.14

(0.26

)

(0.26

)

14.68

8.28

0.98

0.98

1.84

279

144

12-31-2011

14.44

0.25

0.28

0.53

(0.60

)

(0.57

)

(1.17

)

13.80

3.71

0.98

0.98

1.76

291

280

12-31-2010

13.97

0.25

0.79

1.04

(0.32

)

(0.25

)

(0.57

)

14.44

7.48

0.97

0.97

1.74

345

545

Series NAV

12-31-2014

13.55

0.23

0.41

0.64

(0.47

)

(0.47

)

13.72

4.73

0.72

0.70

1.67

1,040

89

12-31-2013

14.64

0.19

(0.47

)

(0.28

)

(0.47

)

(0.34

)

(0.81

)

13.55

(1.99

)

0.73

0.71

1.33

2,834

162

12-31-2012 3

13.76

0.30

0.88

1.18

(0.30

)

(0.30

)

14.64

8.57

0.73

0.73

2.09

2,951

144

12-31-2011

14.41

0.29

0.27

0.56

(0.64

)

(0.57

)

(1.21

)

13.76

3.90

0.73

0.73

2.01

2,845

280

12-31-2010

13.94

0.29

0.79

1.08

(0.36

)

(0.25

)

(0.61

)

14.41

7.81

0.72

0.72

1.99

3,032

545

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

In accordance with Accounting Standards Update 2011-03, Reconsideration of Effective Control for Repurchase Agreements, the portfolio now recognizes sale-buybacks as secured borrowings and not as purchases and sales of securities. Accordingly, the portfolio has excluded these transactions from its portfolio turnover calculation. Had these transactions been included, the portfolio turnover rate would have been 262%. The portfolio also recorded additional income and expenses which were offset by corresponding adjustments to realized and unrealized gain/loss. These adjustments had no overall impact to the per share net asset value but did increase the net investment income per share by $0.01, the ratio of net investment income to average net assets by 0.04% and the ratio of expenses to average net assets by 0.005%.

Total Stock Market Index Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

17.08

0.24

1.71

1.95

(0.21

)

(0.29

)

(0.50

)

18.53

11.47

0.57

0.56

1.38

465

5

12-31-2013

13.15

0.21

4.16

4.37

(0.22

)

(0.22

)

(0.44

)

17.08

33.39

0.56

0.56

1.38

424

3

12-31-2012

11.59

0.21

1.58

1.79

(0.20

)

(0.03

)

(0.23

)

13.15

15.50

0.57

0.57

1.65

295

6

12-31-2011

11.71

0.19

(0.16

)

0.03

(0.15

)

(0.15

)

11.59

0.28

0.57

0.57

1.62

261

2

12-31-2010

10.12

0.15

1.59

1.74

(0.15

)

(0.15

)

11.71

17.20

0.57

0.57

1.41

268

5

Series II

12-31-2014

17.03

0.21

1.71

1.92

(0.18

)

(0.29

)

(0.47

)

18.48

11.30

0.77

0.76

1.17

42

5

12-31-2013

13.12

0.18

4.14

4.32

(0.19

)

(0.22

)

(0.41

)

17.03

33.09

0.76

0.76

1.19

44

3

12-31-2012

11.57

0.18

1.57

1.75

(0.17

)

(0.03

)

(0.20

)

13.12

15.22

0.77

0.77

1.44

41

6

12-31-2011

11.68

0.17

(0.15

)

0.02

(0.13

)

(0.13

)

11.57

0.16

0.77

0.77

1.41

40

2

12-31-2010

10.10

0.13

1.57

1.70

(0.12

)

(0.12

)

11.68

16.89

0.77

0.77

1.20

48

5

Series NAV

12-31-2014

17.08

0.25

1.70

1.95

(0.22

)

(0.29

)

(0.51

)

18.52

11.46

0.52

0.51

1.43

95

5

12-31-2013

13.15

0.22

4.16

4.38

(0.23

)

(0.22

)

(0.45

)

17.08

33.45

0.51

0.51

1.44

88

3

12-31-2012

11.59

0.22

1.57

1.79

(0.20

)

(0.03

)

(0.23

)

13.15

15.56

0.52

0.52

1.71

66

6

12-31-2011

11.71

0.20

(0.16

)

0.04

(0.16

)

(0.16

)

11.59

0.33

0.52

0.52

1.66

62

2

12-31-2010

10.12

0.15

1.59

1.74

(0.15

)

(0.15

)

11.71

17.26

0.52

0.52

1.45

73

5

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

379


Table of Contents

Ultra Short Term Bond Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

11.98

0.01

(0.01

)

3

(0.18

)

(0.18

)

11.80

(0.02

)

0.66

0.65

0.05

9

69

12-31-2013

12.13

0.02

(0.03

)

(0.01

)

(0.14

)

(0.14

)

11.98

(0.07

)

0.67

0.67

0.15

11

135

12-31-2012

12.20

0.04

0.03

0.07

(0.14

)

(0.14

)

12.13

0.54

0.70

0.69

0.34

8

196

12-31-2011

12.36

0.06

(0.05

)

0.01

(0.17

)

(0.17

)

12.20

0.12

0.72

4,5

0.72

0.49

3

171

12-31-2010 6

12.50

0.03

(0.05

)

(0.02

)

(0.12

)

(0.12

)

12.36

(0.16

) 7

0.88

8

0.75

8

0.60

8

2

56

Series II

12-31-2014

11.98

(0.02

)

(0.02

)

(0.04

)

(0.15

)

(0.15

)

11.79

(0.30

)

0.86

0.85

(0.14

)

214

69

12-31-2013

12.13

(0.01

)

(0.02

)

(0.03

)

(0.12

)

(0.12

)

11.98

(0.27

)

0.87

0.87

(0.08

)

202

135

12-31-2012

12.20

0.02

0.03

0.05

(0.12

)

(0.12

)

12.13

0.37

0.90

0.89

0.15

127

196

12-31-2011

12.36

0.04

(0.05

)

(0.01

)

(0.15

)

(0.15

)

12.20

(0.08

)

0.92

4,5

0.92

0.29

131

171

12-31-2010 6

12.50

0.02

(0.05

)

(0.03

)

(0.11

)

(0.11

)

12.36

(0.24

) 7

1.08

8

0.95

8

0.44

8

59

56

Series NAV

12-31-2014

11.98

0.01

(0.01

)

3

(0.18

)

(0.18

)

11.80

0.03

0.61

0.60

0.12

14

69

12-31-2013

12.13

0.02

(0.02

)

3

(0.15

)

(0.15

)

11.98

(0.02

)

0.62

0.62

0.17

9

135

12-31-2012

12.19

0.05

0.03

0.08

(0.14

)

(0.14

)

12.13

0.66

0.65

0.64

0.39

4

196

12-31-2011

12.36

0.06

(0.05

)

0.01

(0.18

)

(0.18

)

12.19

0.09

0.67

4,5

0.67

0.53

3

171

12-31-2010 6

12.50

0.03

(0.05

)

(0.02

)

(0.12

)

(0.12

)

12.36

(0.13

) 7

0.83

8

0.70

8

0.63

8

1

56

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

4

Includes the impact of expense recapture which amounted to 0.03% of average net assets.

5

Expense ratio has been revised to conform with current year presentation of expense recapture and net expense reductions.

6

Period from 7-29-10 (commencement of operations) to 12-31-10.

7

Not annualized.

8

Annualized.

U.S. Equity Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

17.71

0.22

1.73

1.95

(0.27

)

(0.27

)

19.39

11.03

0.84

0.83

1.21

138

55

12-31-2013

14.03

0.23

3.72

3.95

(0.27

)

(0.27

)

17.71

28.23

0.83

0.83

1.42

144

28

12-31-2012 3

13.85

0.16

0.22

0.38

(0.20

)

(0.20

)

14.03

2.77

4

0.84

5

0.84

5

1.70

5

129

44

6,7

Series II

12-31-2014

17.72

0.19

1.72

1.91

(0.24

)

(0.24

)

19.39

10.76

1.04

1.03

1.01

8

55

12-31-2013

14.03

0.20

3.73

3.93

(0.24

)

(0.24

)

17.72

28.07

1.03

1.03

1.22

9

28

12-31-2012 3

13.85

0.14

0.22

0.36

(0.18

)

(0.18

)

14.03

2.60

4

1.04

5

1.04

5

1.50

5

8

44

6,7

Series NAV

12-31-2014

17.72

0.23

1.73

1.96

(0.28

)

(0.28

)

19.40

11.07

0.79

0.78

1.26

676

55

12-31-2013

14.03

0.24

3.73

3.97

(0.28

)

(0.28

)

17.72

28.36

0.78

0.78

1.47

809

28

12-31-2012

12.65

0.22

1.37

1.59

(0.21

)

(0.21

)

14.03

12.56

0.79

0.79

1.63

791

44

12-31-2011

11.89

0.19

0.77

0.96

(0.20

)

(0.20

)

12.65

8.13

0.79

0.79

1.55

772

35

12-31-2010

11.18

0.15

0.73

0.88

(0.17

)

(0.17

)

11.89

7.92

0.79

0.79

1.34

809

66

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

The inception date for Series I and Series II shares is 4-30-12.

4

Not annualized.

5

Annualized.

6

Excludes merger activity.

7

Portfolio turnover is shown for the period from 1-1-12 to 12-31-12.

 

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Table of Contents

Utilities Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

15.44

0.49

3

1.48

1.97

(0.51

)

(0.63

)

(1.14

)

16.27

12.59

0.93

0.92

2.93

3

441

53

12-31-2013

13.06

0.48

2.20

2.68

(0.30

)

(0.30

)

15.44

20.57

0.95

0.95

3.25

416

58

12-31-2012

11.92

0.40

1.21

1.61

(0.47

)

(0.47

)

13.06

13.65

0.97

0.97

3.17

141

52

12-31-2011

11.62

0.46

0.30

0.76

(0.46

)

(0.46

)

11.92

6.65

0.97

0.97

3.77

128

51

12-31-2010

10.42

0.36

1.10

1.46

(0.26

)

(0.26

)

11.62

14.03

0.95

0.95

3.39

116

56

Series II

12-31-2014

15.32

0.46

3

1.47

1.93

(0.48

)

(0.63

)

(1.11

)

16.14

12.41

1.13

1.12

2.79

3

23

53

12-31-2013

12.96

0.41

2.22

2.63

(0.27

)

(0.27

)

15.32

20.35

1.15

1.15

2.81

25

58

12-31-2012

11.84

0.37

1.19

1.56

(0.44

)

(0.44

)

12.96

13.36

1.17

1.17

2.95

25

52

12-31-2011

11.53

0.43

0.32

0.75

(0.44

)

(0.44

)

11.84

6.58

1.17

1.17

3.59

30

51

12-31-2010

10.35

0.34

1.08

1.42

(0.24

)

(0.24

)

11.53

13.73

1.15

1.15

3.19

32

56

Series NAV

12-31-2014

15.42

0.50

3

1.49

1.99

(0.52

)

(0.63

)

(1.15

)

16.26

12.72

0.88

0.87

2.98

3

40

53

12-31-2013

13.04

0.45

2.24

2.69

(0.31

)

(0.31

)

15.42

20.65

0.90

0.90

3.06

32

58

12-31-2012

11.91

0.39

1.21

1.60

(0.47

)

(0.47

)

13.04

13.64

0.92

0.92

3.14

27

52

12-31-2011

11.60

0.46

0.32

0.78

(0.47

)

(0.47

)

11.91

6.80

0.92

0.92

3.82

36

51

12-31-2010

10.41

0.37

1.09

1.46

(0.27

)

(0.27

)

11.60

14.00

0.90

0.90

3.49

29

56

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Net investment income per share and the percentage of average net assets reflects special dividends received by the portfolio, which amounted to $0.09 and 0.52% for all series, respectively.

Value Trust

 

Per share operating performance for a share outstanding throughout each period

Ratios and supplemental data

Income (loss) from
investment operations

Less Distributions

Ratios to average net assets

 

Period ended

Net assetvalue, beginning of period($)

Net investment income (loss) ($) 1

Net real-ized and unrealized gain (loss) on invest-ments ($)

Total from investment oper-ations ($)

From net investment income ($)

From net realized gain ($)

From tax return of capital ($)

Total distributions ($)

Net asset value, end of period ($)

Total return (%) 2

Expenses before reductions (%)

Expenses including reductions (%)

Net investment income (loss) (%)

Net assets, end of period (in millions)

Portfolio turnover (%)

Series I

12-31-2014

25.95

0.14

2.39

2.53

(0.12

)

(2.62

)

(2.74

)

25.74

9.82

0.78

0.77

0.53

600

49

12-31-2013

19.31

0.15

6.68

6.83

(0.19

)

(0.19

)

25.95

35.40

0.79

0.79

0.64

523

42

12-31-2012

16.58

0.20

2.68

2.88

(0.15

)

(0.15

)

19.31

17.42

0.82

0.81

1.11

409

24

12-31-2011

16.61

0.16

3

0.16

(0.19

)

(0.19

)

16.58

0.98

0.83

0.83

0.93

197

28

12-31-2010

13.72

0.14

2.90

3.04

(0.15

)

(0.15

)

16.61

22.22

0.83

0.83

0.94

218

43

Series II

12-31-2014

25.87

0.09

2.38

2.47

(0.07

)

(2.62

)

(2.69

)

25.65

9.61

0.98

0.97

0.33

33

49

12-31-2013

19.26

0.10

6.66

6.76

(0.15

)

(0.15

)

25.87

35.10

0.99

0.99

0.44

36

42

12-31-2012

16.54

0.16

2.68

2.84

(0.12

)

(0.12

)

19.26

17.18

1.02

1.01

0.87

30

24

12-31-2011

16.56

0.12

0.01

0.13

(0.15

)

(0.15

)

16.54

0.84

1.03

1.03

0.73

30

28

12-31-2010

13.68

0.11

2.89

3.00

(0.12

)

(0.12

)

16.56

21.96

1.03

1.03

0.73

35

43

Series NAV

12-31-2014

25.92

0.15

2.39

2.54

(0.13

)

(2.62

)

(2.75

)

25.71

9.88

0.73

0.72

0.57

31

49

12-31-2013

19.29

0.16

6.67

6.83

(0.20

)

(0.20

)

25.92

35.44

0.74

0.74

0.68

33

42

12-31-2012

16.56

0.21

2.68

2.89

(0.16

)

(0.16

)

19.29

17.50

0.77

0.76

1.14

24

24

12-31-2011

16.59

0.16

0.01

0.17

(0.20

)

(0.20

)

16.56

1.03

0.78

0.78

0.98

18

28

12-31-2010

13.70

0.14

2.91

3.05

(0.16

)

(0.16

)

16.59

22.31

0.78

0.78

0.98

22

43

 

1

Based on average daily shares outstanding.

2

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

3

Less than $0.005 per share.

 

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Table of Contents

Appendix A
Schedule of Management Fees

Set forth below is the schedule of the annual percentage rates of the management fees for the funds. For certain funds the advisory or management fee for the fund is calculated by applying to the net assets of the fund an annual fee rate, which is determined based on the application of the annual percentage rates for the fund to the "Aggregate Net Assets" of the fund. Aggregate Net Assets of a fund include the net assets of the fund, and in most cases, the net assets of one or more other John Hancock Fund Complex funds (or portions thereof) indicated below that have the same subadvisor as the fund. If a fund and such other fund(s) (or portions thereof) cease to have the same subadvisor, their assets will no longer be aggregated for purposes of determining the applicable annual fee rate for the fund.

Fund

APR

Advisory Fee Breakpoint

500 Index Trust B

0.470%

— first $500 million; and

0.460%

— excess over $500 million.

All Cap Core Trust

0.800%

— first $500 million; and

0.750%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the All Cap Core Fund, a series of JHF II.)

Alpha Opportunities Trust

1.025%

— first $250 million;

1.000%

— next $250 million;

0.975%

— next $500 million; and

0.950%

— excess over $1 billion.

(Aggregate Net Assets include the net assets of the fund and the Alpha Opportunities Fund, a series of JHF II.)

Blue Chip Growth Trust

0.825%

— first $1 billion; and

0.775%

— excess over $1 billion.*

(Aggregate Net Assets include the net assets of the fund and the Blue Chip Growth Fund, a series of JHF II.) *When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

Bond Trust

0.650%

— first $500 million;

0.600%

— next $1 billion;

0.575%

— next $1 billion; and

0.550%

— excess over $2.5 billion.

Capital Appreciation Trust

0.850%

— first $300 million;

0.800%

— next $200 million;

0.700%

— next $500 million; and

0.670%

— excess over $1 billion.

(Aggregate Net Assets include the net assets of the fund and the Capital Appreciation Fund, a series of JHF II.)

 

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Table of Contents

 

Capital Appreciation Value Trust

If net assets are less than $500 million, the following fee schedule shall apply:

0.950%

— first $250 million;

0.850%

— excess over $250 million.

If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

0.850%

— first $1 billion;

0.800%

— excess $1 billion.

If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

0.850%

— first $500 million;

0.800%

— excess over $500 million.

If net assets equal or exceed $3 billion, the following fee schedule shall apply:

0.800%

— all asset levels.

(Aggregate Net Assets include the net assets of the fund and the Capital
Appreciation Value Trust, a series of JHF II.)

Core Bond Trust

0.690%

— first $200 million;

0.640%

— next $200 million; and

0.570%

— excess over $400 million.

(Aggregate Net Assets include the net assets of the fund and the Core Bond Fund, a series of JHF II.)

Core Strategy Trust

The management fee has two components: (a) a fee on assets invested in funds of JHVIT, JHF II or JHF III ("Affiliated Funds Assets")* and (b) a fee on assets not invested in Affiliated Funds ("Other Assets"). *The following JHVIT funds are not included in Affiliated Fund Assets: Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. (a) The fee on Affiliated Funds Assets is stated as an annual percentage of the current value of the net assets of the Fund determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of the fund:

0.050%

— first $500 million; and

0.040%

— excess over $500 million.

(b) The fee on Other Assets is stated as an annual percentage of the current value of the net assets of the fund determined in accordance with the following schedule and that rate is applied to the Other Assets of the fund:

0.500%

— first $500 million; and

0.490%

—excess over $500 million.

Currency Strategies Trust

0.950%

— first $250 million;

0.900%

— next $250 million; and

0.850%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Currency Strategies Fund, a series of JHF II.)

Emerging Markets Value Trust

1.000%

— first $100 million; and

0.950%

— excess over $100 million.

(Aggregate Net Assets include the net assets of the fund and the Emerging Markets Fund, a series of JHF II.)

Equity-Income Trust

0.825%

— first $1 billion; and

0.775%

— excess over $1 billion.*

(Aggregate Net Assets include the net assets of the fund and the Equity-Income Fund, a series of JHF II.) *When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

 

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Table of Contents

 

Financial Industries Trust

0.800%

— first $250 million;

0.775%

— next $250 million;

0.750%

— next $500 million; and

0.725%

— excess over $1 billion.

(Aggregate Net Assets include the net assets of the fund and the Financial Industries Fund, a series of JHF II.

Franklin Templeton Founding Allocation Trust

The management fee has two components: (a) a fee on assets invested in funds of JHVIT, JHF II or JHF III ("Affiliated Funds Assets")* and (b) a fee on assets not invested in Affiliated Funds ("Other Assets"). *The following JHVIT funds are not included in Affiliated Fund Assets: Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. (a) The fee on Affiliated Funds Assets is stated as an annual percentage of the current value of the net assets of the fund determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of the fund.

0.050%

— first $500 million; and

0.040%

— excess over $500 million.

(b) The fee on Other Assets is stated as an annual percentage of the current value of the net assets of the fund determined in accordance with the following schedule and that rate is applied to the Other Assets of the fund.

0.500%

— first $500 million; and

0.490%

— excess over $500 million.

Fundamental All Cap Core Trust

0.675%

— first $2.5 billion; and

0.650%

— excess over $2.5 billion.

(Aggregate Net Assets include the net assets of the fund and Fundamental All Cap Core Fund, a series of JHF II.)

Fundamental Large Cap Value Trust

0.700%

— first $500 million;

0.650%

— next $500 million; and

0.600%

— excess over $1 billion.

(Aggregate Net Assets include the assets of the fund and the Fundamental Large Cap Value Fund, a series of JHF II.)

Global Trust

0.850%

— first $1 billion; and

0.800%

— excess over $1 billion.

(Aggregate Net Assets include the net assets of the fund, the Income Trust, the Mutual Shares Trust, and the International Value Trust, each a series of JHVIT, and the Global Fund, the Income Fund, the Mutual Shares Fund, the International Small Cap Fund and the International Value Fund, each a series of JHF II.)

Global Bond Trust

0.700%

— at all asset levels.

(Aggregate Net Assets include the net assets of the fund and the Global Bond Fund, a series of JHF II.)

Health Sciences Trust

1.050%

— first $500 million;

1.000%

— next $250 million; and

0.950%

— excess over $750 million

(Aggregate Net Assets include the net assets of the fund and the Health Sciences Fund, a series of JHF II. When Aggregate Net Assets exceed $750 million, the advisory fee is 0.950% on all net assets.)

High Yield Trust

0.700%

— first $500 million; and

0.650%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the High Yield Fund, a series of JHF II.)

 

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Table of Contents

 

Income Trust

1.075%

— first $50 million;

0.915%

— next $150 million;

0.825%

— next $300 million; and

0.800%

— excess over $500 million.*

(Aggregate Net Assets include the net assets of the fund, the International Value Trust, the Mutual Shares Trust, and the Global Trust, each a series of JHVIT, and the Income Fund, the International Small Cap Fund, the International Value Fund, the Global Fund, and the Mutual Shares Fund, each a series of JHF II.) *When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.

International Core Trust

0.92%

— first $100 million;

0.895%

— next $900 million;

0.88%

— next $1 billion;

0.85%

— next $1 billion;

0.825%

— next $1 billion; and

0.800%

— excess over $4 billion.

(Aggregate Net Assets include the net assets of the fund and the International Core Fund, a series of JHF III.)

International Equity Index Trust B

0.550%

— first $100 million; and

0.530%

— excess over $100 million.

International Growth Stock Trust

0.850%

— first $250 million;

0.800%

— next $500 million; and

0.750%

— excess over $750 million.

(Aggregate Net Assets include the net assets of the fund and the International Growth Stock Fund, a series of JHF II.)

International Small Company Trust

0.950%

— at all asset levels.

(Aggregate Net Assets include the net assets of the fund and the International Small Company Fund, a series of JHF II.)

International Value Trust

0.950%

— first $150 million;

0.850%

— next $150 million; and

0.800%

— excess over $300 million.*

(Aggregate Net Assets include the net assets of the fund, the Income Trust, the Mutual Shares Trust and the Global Trust, each a series of JHVIT; and the Income Fund, the Mutual Shares Fund, the International Value Fund, the International Small Cap Fund and the Global Fund, each a series of JHF II.) *When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the fund.

Investment Quality Bond Trust

0.600%

— first $500 million; and

0.550%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Investment Quality Bond Fund, a series of JHF II.)

 

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Table of Contents

 

The JHVIT Lifecycle Trusts:
Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust

Lifecycle 2050 Trust

The management fee has two components: (a) a fee on assets invested in funds of JHVIT, JHF II or JHF III ("Affiliated Funds Assets")* and (b) a fee on assets not invested in Affiliated Funds ("Other Assets"). *The following JHVIT funds are not included in Affiliated Fund Assets: Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. (a) The fee on Affiliated Funds Assets is stated as an annual percentage of the current value of the aggregate net assets of the JHVIT Lifecycle Trusts and net assets of all the Retirement Choices Portfolios, Retirement Living Portfolios and Retirement Living II Portfolios that are series of JHF II determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of the fund.

0.060%

— first $7.5 billion; and

0.050%

— excess over $7.5 billion.

(b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of the JHVIT Lifecycle Trusts and the Lifecycle Portfolios that are series of JHF II determined in accordance with the following schedule and that rate is applied to the Other Assets of the fund.

0.510%

— first $7.5 billion; and

0.500%

— excess over $7.5 billion.

Lifestyle Aggressive MVP
  Lifestyle Balanced MVP
Lifestyle Conservative MVP
Lifestyle Growth MVP
Lifestyle Moderate MVP
(Collectively, the "JHVIT Lifestyle MVPs")

The management fee has two components: (a) a fee on assets invested in funds of JHVIT, JHF II or JHF III ("Affiliated Funds Assets") * and (b) a fee on assets not invested in Affiliated Funds ("Other Assets"). *The following JHVIT funds are not included in Affiliated Fund Assets: Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. (a) The fee on Affiliated Funds Assets is stated as an annual percentage of the current value of the aggregate net assets of the JHVIT Lifestyle MVPs, the JHVIT Lifestyle PS Series and the Lifestyle Portfolios and Lifestyle II Portfolios that are series of JHF II determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of the fund.

0.050%

— first $7.5 billion; and

0.040%

— excess over $7.5 billion.

(b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of the JHVIT Lifestyle MVPs, the JHVIT Lifestyle PS Series and the Lifestyle Portfolios and Lifestyle II Portfolios that are series of JHF II determined in accordance with the following schedule and that rate is applied to the Other Assets of the fund.

0.500%

— first $7.5 billion; and

0.490%

— excess over $7.5 billion.

Lifestyle Aggressive PS Series
  Lifestyle Balanced PS Series
Lifestyle Conservative PS Series
Lifestyle Growth PS Series
Lifestyle Moderate PS Series
(Collectively, the "JHVIT Lifestyle PS Series")

The advisory fees has two components: (a) a fee on assets invested in funds of JHVIT, JHF II, or JHF III ("Affiliated Funds")* and (b) a fee on assets not invested in Affiliated Funds ("Other Assets"). *The following JHVIT funds are not included in Affiliated Fund Assets: Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B.

(a) The fee on Affiliated Funds Assets is stated as an annual percentage of the current value of the aggregate net assets of the JHVIT Lifestyle MVPs, the JHVIT Lifestyle PS Series and the Lifestyle Portfolios and Lifestyle II Portfolios that are series of JHF II determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of the fund.

0.050%

— first $7.5 billion; and

0.040%

— excess over $7.5 billion.

(b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of the JHVIT Lifestyle MVPs, the JHVIT Lifestyle PS Series and the Lifestyle Portfolios and Lifestyle II Portfolios that are series of JHF II determined in accordance with the following schedule and that rate is applied to the Other Assets of the fund.

0.500%

— first $7.5 billion; and

0.490%

— excess over $7.5 billion.

 

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Table of Contents

 

Mid Cap Index Trust

0.490%

— first $250 million;

0.480%

— next $250 million; and

0.460%

— excess over $500 million.

Mid Cap Stock Trust

0.875%

— first $200 million;

0.850%

— next $300 million; and

0.825%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Mid Cap Stock Fund, a series of JHF II.)

Mid Value Trust

1.050%

— first $50 million; and

0.950%

— excess over $50 million.

(Aggregate Net Assets include the net assets of the fund and the Mid Value Fund, a series of JHF II.)

Money Market Trust B

0.500%

— first $500 million; and

0.470%

— excess over $500 million.

Money Market Trust

0.500%

— first $500 million; and

0.470%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Money Market Fund, a series of JHF II.)

Mutual Shares Trust

0.960%

— first $750 million; and

0.920%

— excess over $750 million.

When Aggregate Net Assets exceed $750 million, the advisory fee is 0.92% on all net assets of the Mutual Shares Trust. (Aggregate Net Assets include the net assets of the fund and the Mutual Shares Fund, a series of JHF II.)

New Income Trust

0.725%

— first $50 million; and

0.675%

— next $50 million;

—When net assets of the fund exceed $100 million, the annual advisory fee rate for that day is 0.650% on all net assets of the fund. When net assets of the fund exceed $250 million, the annual advisory fee rate for that day is 0.600% on all net assets of the fund. When net assets of the fund exceed $500 million, the annual advisory fee rates for that day are 0.575% on the first $500 million of net assets of the fund, and 0.550% on the excess over $500 million of net assets of the fund. When net assets of the fund exceed $1 billion, the annual advisory fee rate for that day is 0.550% on all net assets of the fund.

Real Estate Securities Trust

0.700%

— at all asset levels.

(Aggregate Net Assets include the net assets of the fund and the Real Estate Securities Fund, a series of JHF II.)

Real Return Bond Trust

0.700%

— first $1 billion; and

0.650%

— excess over $1 billion.

(Aggregate Net Assets include the net assets of the fund and the Real Return Bond Fund, a series of JHF II.)

Science & Technology Trust

1.050%

— first $500 million; and

1.000%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Science & Technology Fund, a series of JHF II.)

 

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Short Term Government Income Trust

0.570%

— first $250 million; and

0.550%

— excess over $250 million

(Aggregate Net Assets include the net assets of the fund and the Short Term Government Income Fund, a series of JHF II.)

Small Cap Growth Trust

1.100%

— first $100 million;

1.050%

— next $400 million; and

1.000%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Small Cap Growth Fund, a series of JHF II.)

Small Cap Index Trust

0.490%

— first $250 million;

0.480%

— next $250 million; and

0.460%

— excess over $500 million.

Small Cap Opportunities Trust

1.000%

— first $500 million;

0.950%

— next $500 million;

0.900%

— next 1 billion; and

0.850%

— excess over $2 billion.

(Aggregate Net Assets include the net assets of the fund and the Small Cap Opportunities Fund, a series of JHF II.)

Small Cap Value Trust

1.100%

— first $100 million;

1.050%

— next $500 million; and

1.000%

— excess over $600 million.

(Aggregate Net Assets include the net assets of the fund and the Small Cap Value Fund, a series of JHF II.)

Small Company Growth Trust

1.050%

— first $250 million; and

1.000%

— excess over $250 million.

(Aggregate Net Assets include the net assets of the fund and the Small Company Growth Fund, a series of JHF II.) When the Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.00% on all net assets of the fund: the Small Company Growth Trust, the Small Cap Opportunities Trust, the International Growth Stock Trust, the Value Trust, each a series of the JHVIT; and the Small Company Growth Fund, the Small Cap Opportunities Fund, the International Growth Stock Fund and the Value Fund, each a series of JHF II.)

Small Company Value Trust

1.050%

— first $500 million; and

1.000%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Small Company Value Fund, a series of JHF II.)

Strategic Equity Allocation Trust

0.675%

— first $2.5 billion;

0.650%

— next $5 billion;

0.625%

— next $2.5 billion; and

0.600%

— excess over $10 billion.

(Aggregate Net Assets include the net assets of the fund and the Strategic Equity Allocation Fund, a series of JHF II.)

Strategic Income Opportunities Trust

0.700%

— first $500 million; and

0.650%

—next $3 billion; and

0.600%

— excess over $3.5 billion.

(Aggregate Net Assets include the net assets of the fund and the Strategic Income Opportunities Fund, a series of JHF II and Income Allocation Fund (JHF II) (only with respect to the assets of the Income Allocation Fund managed according to the subadvisor's strategic income opportunities strategy).)

Total Bond Market Trust B

0.470%

— first $1.5 billion; and

0.460%

— excess over $1.5 billion.

 

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Total Return Trust

If PIMCO is the subadvisor to the fund and if Relationship Net Assets* equal or exceed $3 billion, the following fee schedule shall apply:

0.700%

— first $1 billion of Total Return Net Assets **; and

0.675%

— excess over $1 billion of Total Return Net Assets **.

If Relationship Net Assets* are less than $3 billion, the following fee schedule shall apply:

0.700%

— all net asset** levels

If PIMCO is not the subadvisor to the fund, the following fee schedule shall apply:

0.700%

— first $1 billion of Total Return Net Assets **; and

0.675%

— excess over $1billion of Total Return Net Assets **.

*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the JHVIT and the JHF II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the JHVIT, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of JHF II.

**The term Total Return Net Assets includes the net assets of the Total Return Trust, a series of JHVIT, and the Total Return Fund, a series of JHF II.

Total Stock Market Index Trust

0.490%

— first $250 million;

0.480%

— next $250 million; and

0.460%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Total Stock Market Index Fund, a series of JHF II.)

Ultra Short Term Bond Trust

0.550%

— first $250 million; and

0.530%

— excess over $250 million.

U.S. Equity Trust

0.780%

— first $500 million;

0.760%

— next $500 million; and

0.740%

— excess over $1 billion.

(Aggregate Net Assets include the net assets of the fund and the U.S. Equity Fund, a series of JHF II.)

Utilities Trust

0.825%

— first $600 million;

0.800%

— next $300 million;

0.775%

— next $600 million; and

0.700%

— excess over $1.5 billion.

(Aggregate Net Assets include the net assets of the fund and the Utilities Fund, a series of JHF II.)

Value Trust

0.750%

— first $200 million;

0.725%

— next $300 million; and

0.650%

— excess over $500 million.

(Aggregate Net Assets include the net assets of the fund and the Value Fund, a series of JHF II.)

 

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For more information

The following documents are available, which offer further information on JHVIT:

Annual/semiannual report to shareholders

Includes financial statements, a discussion of the market conditions, each fund's performance for the most recent fiscal year end and investment strategies that significantly affected performance, as well as the auditor's report (in the annual report only).

Statement of Additional Information (SAI)

The SAI contains more detailed information on all aspects of the Funds. The SAI includes a summary of JHVIT's policy regarding disclosure of portfolio holdings as well as legal and regulatory matters. The current SAI has been filed with the SEC and is incorporated by reference into (and is legally a part of) this Prospectus.

To request a free copy of the current annual/semiannual report or the SAI, please contact John Hancock:

By mail:
John Hancock Variable Insurance Trust
601 Congress Street
Boston, MA 02210-2805

By phone: 800-344-1029

On the internet: johnhancock.com

Or you may obtain these documents and other information about the Funds from the SEC:

By mail: Public Reference Section Securities and Exchange Commission Washington, DC 20549-0102 (duplicating fee required)

In person: at the SEC's Public Reference Room in Washington, DC For access to the Reference Room call 1-202-551-8090

By electronic request: publicinfo@sec.gov (duplicating fee required)

On the Internet: www.sec.gov

  

  

  

  

1940 Act File No. 811-04146

 

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JOHN HANCOCK VARIABLE INSURANCE TRUST

Statement of Additional Information

Dated April 27, 2015

 

Fund Series I Series II Series NAV
500 Index Trust B JFIVX N/A N/A
All Cap Core Trust N/A N/A N/A
Alpha Opportunities Trust N/A N/A N/A
Blue Chip Growth Trust N/A N/A N/A
Bond Trust N/A N/A N/A
Capital Appreciation Trust N/A N/A N/A
Capital Appreciation Value Trust N/A N/A N/A
Core Bond Trust    N/A N/A N/A
Core Strategy Trust N/A N/A N/A
Currency Strategies Trust N/A N/A N/A
Emerging Markets Value Trust N/A N/A N/A
Equity-Income Trust N/A N/A N/A
Financial Industries Trust JEFSX N/A N/A
Franklin Templeton Founding Allocation Trust N/A N/A N/A
Fundamental All Cap Core Trust N/A N/A N/A
Fundamental Large Cap Value Trust N/A N/A N/A
Global Bond Trust N/A N/A N/A
Global Trust JEFGX N/A N/A
Health Sciences Trust JEHSX N/A N/A
High Yield Trust N/A N/A N/A
Income Trust N/A N/A N/A
International Core Trust N/A N/A N/A
International Equity Index Trust B JIEQX N/A N/A
International Growth Stock Trust N/A N/A N/A
International Small Company Trust N/A N/A N/A
International Value Trust N/A N/A N/A
Investment Quality Bond Trust N/A N/A N/A
Lifecycle 2010 Trust N/A N/A N/A
Lifecycle 2015 Trust N/A N/A N/A
Lifecycle 2020 Trust N/A N/A N/A
Lifecycle 2025 Trust N/A N/A N/A
Lifecycle 2030 Trust N/A N/A N/A
Lifecycle 2035 Trust N/A N/A N/A
Lifecycle 2040 Trust N/A N/A N/A
Lifecycle 2045 Trust N/A N/A N/A
Lifecycle 2050 Trust N/A N/A N/A
Lifestyle Aggressive MVP N/A N/A N/A
Lifestyle Aggressive PS Series      
Lifestyle Balanced PS Series N/A N/A N/A
Lifestyle Balanced  MVP JELBX N/A N/A
Lifestyle Conservative PS Series N/A N/A N/A
Lifestyle Conservative MVP JELCX N/A N/A
Lifestyle Growth PS Series N/A N/A N/A
Lifestyle Growth MVP JELGX N/A N/A
Lifestyle Moderate PS Series N/A N/A N/A
Lifestyle Moderate MVP JELMX N/A N/A
Mid Cap Index Trust JECIX N/A N/A
Mid Cap Stock Trust N/A N/A N/A
Mid Value Trust JEMUX N/A N/A
Money Market Trust JHOXX N/A N/A
Money Market Trust B N/A N/A N/A
Mutual Shares Trust N/A N/A N/A
New Income Trust N/A N/A N/A
Real Estate Securities Trust N/A N/A N/A
Real Return Bond Trust N/A N/A N/A
Science & Technology Trust JESTX N/A N/A
Short Term Government Income Trust N/A N/A N/A
Small Cap Growth Trust JESGX N/A N/A
Small Cap Index Trust JESIX N/A N/A
Small Cap Opportunities Trust N/A N/A N/A
Small Cap Value Trust JESVX N/A N/A
Small Company Growth Trust N/A N/A N/A
Small Company Value Trust N/A N/A N/A
Strategic Equity Allocation Trust N/A N/A N/A
Strategic Income Opportunities Trust JESNX N/A N/A
Total Bond Market Trust B JTBMX N/A N/A
Total Return Trust N/A N/A N/A
Total Stock Market Index Trust JETSX N/A N/A
Ultra Short Term Bond Trust JUSAX N/A N/A
 
 

 

Fund Series I Series II Series NAV
U.S. Equity Trust N/A N/A N/A
Utilities Trust JEUTX N/A N/A
Value Trust JEVLX N/A N/A

 

This Statement of Additional Information (“SAI”) of John Hancock Variable Insurance Trust (“JHVIT” or the “Trust”) is not a prospectus, but should be read in conjunction with JHVIT’s Prospectus dated April 27, 2015. The financial statements of JHVIT for the fiscal year ended December 31, 2014, as well as the related opinion of JHVIT’s independent registered public accounting firm, are incorporated by reference into the SAI insofar as they relate to the funds listed above, and as they are included in JHVIT’s most recent annual report to shareholders (the “Annual Report”). Copies of JHVIT’s Prospectus, SAI and/or Annual Report can be obtained free of charge by contacting:

 

John Hancock Variable Insurance Trust

601 Congress Street

Boston, Massachusetts 02210

(800) 344-1029

www.johnhancockannuities.com

 

This SAI is applicable to all funds listed above (each a “fund” and collectively, the “funds”). A separate SAI is applicable to the following other series of JHVIT: American Asset Allocation Trust, American Global Growth Trust, American Growth Trust, American Growth-Income Trust, American International Trust, and American New World Trust.

 

 
 

 

TABLE OF CONTENTS

 

ORGANIZATION OF JOHN HANCOCK VARIABLE INSURANCE TRUST 1
INVESTMENT POLICIES 1
Conversion of Debt Securities 1
Emerging Markets Value Trust – Approved Markets 1
Money Market Instruments 2
U.S. Government and Government Agency Obligations 2
Municipal Obligations 3
Canadian and Provincial Government and Crown Agency Obligations 4
Certificates of Deposit, Time Deposits and Bankers’ Acceptances 5
Commercial Paper 5
Corporate Obligations 5
Repurchase Agreements 5
Foreign Repurchase Agreements 6
Other Instruments 6
Warrants & Rights 6
Reverse Repurchase Agreements 7
Mortgage Securities 7
Asset-Backed Securities 10
Zero Coupon Securities, Deferred Interest Bonds and Pay-In-Kind Bonds 11
Loans and Other Direct Debt Instruments 12
High Yield (High Risk) Domestic Corporate Debt Securities 12
Brady Bonds 12
Sovereign Debt Obligations 13
Indexed Securities 13
Hybrid Instruments 14
Structured Products 14
Depositary Receipts 16
Variable and Floating Rate Obligations 16
Exchange-Traded Funds (“ETFs”) 16
Exchange-Traded Notes (“ETNs”) 16
Event-Linked Exposure 17
Lending Securities 17
When-Issued Securities/Forward Commitments 17
Mortgage Dollar Rolls 18
Illiquid Securities 18
Short Sales 19
Investment in Other Investment Companies 19
Loan Participations and Assignments 19
Index-Related Securities (“Equity Equivalents”) 21
Fixed-Income Securities 21
Standby Commitment Agreements 21
Trade Claims 22
Market Capitalization Weighted Approach 22
RISK FACTORS 23
Non-Diversification 23
Collateralized Debt Obligations 23
Cybersecurity Risk 23
Equity Securities 24
Master Limited Partnerships 24
Bank Capital Securities 24
Trust Preferred Securities 24
Fixed-Income Securities 25
Hybrid Instruments 25
Investment Grade Fixed-Income Securities in the Lowest Rating Category 26
Lower Rated Fixed-Income Securities 26
Market Events 27
Small and Medium Size Companies 27
Foreign Securities 28
European Risk 28

 

 
 

 

Greater China Region Risk 29
Multinational Companies Risk 29
Russian Securities Risk 29
Risk Factors Relating to Fund of Fund Investments in Underlying Funds 30
Stripped Securities 31
Mortgage-Backed and Asset-Backed Securities 32
Securities Linked to the Real Estate Market 33
Industry or Sector Investing 34
Initial Public Offerings (“IPOs”) 35
U.S. Government Securities 35
High Yield (High Risk) Securities and Securities of Distressed Companies 35
REGULATION OF COMMODITY INTERESTS 38
HEDGING AND OTHER STRATEGIC TRANSACTIONS 39
General Characteristics of Options 40
General Characteristics of Futures Contracts and Options on Futures Contracts 41
Stock Index Futures 42
Options on Securities Indices and Other Financial Indices 43
Yield Curve Options 43
Currency Transactions 43
Combined Transactions 45
Swap Agreements or Credit Derivatives and Options on Swap Agreements 45
Eurodollar Instruments 48
Warrants and Rights 48
Risks of Hedging and Other Strategic Transactions 49
Risks of Hedging and Other Strategic Transactions Outside the United States 52
Use of Segregated and Other Special Accounts 52
Other Limitations 53
INVESTMENT RESTRICTIONS 54
Fundamental 54
Non-Fundamental 54
ADDITIONAL INVESTMENT RESTRICTIONS 58
Corporate Bonds, Preferred Stocks and Convertible Securities 59
PORTFOLIO TURNOVER 61
MANAGEMENT OF JHVIT 62
Additional Information About the Trustees 67
INVESTMENT MANAGEMENT ARRANGEMENTS AND OTHER SERVICES 75
The Advisory Agreement 75
Subadvisory Agreements 84
Additional Information Applicable to Subadvisory Agreements 85
OTHER SERVICES 86
Proxy Voting Policies 86
DISTRIBUTOR; RULE 12B-1 PLANS 87
PORTFOLIO BROKERAGE 90
REDEMPTION OF SHARES 100
NET ASSET VALUE 101
POLICY REGARDING DISCLOSURE OF PORTFOLIO HOLDINGS 102
SHAREHOLDERS OF JHVIT 105
HISTORY OF JHVIT 106
ORGANIZATION OF JHVIT 107
ADDITIONAL INFORMATION CONCERNING TAXES 108
FINANCIAL STATEMENTS 110
LEGAL AND REGULATORY MATTERS 111
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 111
CUSTODIAN 111
CODE OF ETHICS 111
MANAGEMENT OF OTHER FUNDS BY THE ADVISOR/SUBADVISOR 111

 

 
 

 

ORGANIZATION OF JOHN HANCOCK VARIABLE INSURANCE TRUST

 

JHVIT is organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts and is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Each of the funds is a series of JHVIT. The Board of Trustees (the “Board”) and shareholders of JHVIT have approved the conversion of JHVIT into a Delaware limited liability company. JHVIT may implement the conversion at such time as its management considers appropriate and does not expect that the conversion will have any adverse effect on the values of variable contracts that are determined by investment in the funds or any adverse federal income tax consequences for the owners of those contracts.

 

John Hancock Investment Management Services, LLC, the “Advisor”) is the investment advisor to JHVIT and each of the funds. The Advisor is a Delaware limited liability company whose principal offices are located at 601 Congress Street, Boston, Massachusetts 02210. The Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended, and as a commodity pool operator (“CPO”) under the Commodity Exchange Act, as amended (the “CEA”). The Advisor is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.). John Hancock Life Insurance Company (U.S.A.) and its subsidiaries today offer a broad range of financial products and services, including whole, term, variable, and universal life insurance, as well as college savings products, mutual funds, fixed and variable annuities, long-term care insurance and various forms of business insurance. The ultimate controlling parent of the Advisor is Manulife Financial Corporation (“Manulife Financial” or “MFC”), a publicly traded company based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

 

The Advisor has retained for each fund described in this SAI one or more subadvisors that are responsible for providing investment advice to the fund subject to the review of the Board and the overall supervision of the Advisor.

 

Manulife Financial is a leading Canada-based financial services group with principal operations in Asia, Canada and the United States. Operating as Manulife Financial in Canada and in Asia, and primarily as John Hancock in the United States, Manulife Financial offers clients a diverse range of financial protection products and wealth management services through its extensive network of employees, agents and distribution partners. Funds under management by Manulife Financial and its subsidiaries were C$691 billion (US$596 billion) as of December 31, 2014.

 

Manulife Financial Corporation trades as “MFC” on the Toronto Stock Exchange, New York Stock Exchange (the “NYSE”) and Philippine Stock Exchange, and under “945” on the Stock Exchange of Hong Kong. Manulife Financial can be found on the Internet at manulife.com.

 

INVESTMENT POLICIES

 

The principal strategies and risks of investing in each fund are described in the Prospectus. Unless otherwise indicated in the Prospectus or this SAI, the investment objective and policies of the funds may be changed without shareholder approval. Each fund may invest in the types of instruments described below, unless otherwise indicated in the Prospectus or this SAI.

 

Conversion of Debt Securities

 

In the event debt securities held by a fund are converted to or exchanged for equity securities, the fund may continue to hold such equity securities.

 

Emerging Markets Value Trust – Approved Markets

 

Emerging Markets Value Trust’s subadvisor has an investment committee that designates emerging markets for the fund to invest in companies that are associated with those markets (“Approved Markets”). Pending the investment of new capital in Approved Market securities, the fund will typically invest in money market instruments or other highly liquid debt instruments, including those denominated in U.S. dollars (including, without limitation, repurchase agreements) and money market mutual funds. In addition, the fund may, for liquidity, or for temporary defensive purposes during periods in which market or economic or political conditions warrant, purchase highly liquid debt instruments or hold currencies, although the fund does not expect the aggregate of all such amounts to exceed 10% of its net assets under normal circumstances. The fund also may invest in futures contracts, exchange-traded funds (“ETFs”) and similarly structured pooled investments that provide exposure to Approved Markets or other equity markets, including the United States, while maintaining liquidity.

 

This fund also may invest up to 10% of its total assets in shares of other investment companies that invest in one or more Approved Markets, although it tends to do so only where access to those markets is otherwise significantly limited. In some Approved Markets,

 

1
 

 

it may be necessary or advisable for the fund to establish a wholly-owned subsidiary or trust for the purpose of investing in the local markets.

 

Even though a company’s stock may meet the applicable market capitalization criterion for the fund’s criterion for investment, it may not be included for one or more of a number of reasons. For example, in the subadvisor’s judgment, the issuer may be considered in extreme financial difficulty, a material portion of its securities may be closely held and not likely available to support market liquidity. To this extent, there will be the exercise of discretion and consideration by the subadvisor in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.

 

Money Market Instruments

 

Money market instruments (and other securities as noted under each fund description) may be purchased for temporary defensive purposes or for short-term investment purposes.

 

U.S. Government and Government Agency Obligations

 

U.S. Government Obligations. U.S. government obligations are debt securities issued or guaranteed as to principal or interest by the U.S. Treasury. These securities include treasury bills, notes and bonds.

 

GNMA Obligations. GNMA obligations are mortgage-backed securities guaranteed by the Government National Mortgage Association (“GNMA”), which guarantee is supported by the full faith and credit of the U.S. government.

 

U.S. Agency Obligations. U.S. government agency obligations are debt securities issued or guaranteed as to principal or interest by an agency or instrumentality of the U.S. government pursuant to authority granted by Congress. U.S. government agency obligations include, but are not limited:

 

Student Loan Marketing Association (“SLMA”);

 

Federal Home Loan Banks (“FHLBs”);

 

Federal Intermediate Credit Banks (“FICBs”); and

 

Federal National Mortgage Association (“Fannie Mae”).

 

U.S. Instrumentality Obligations. U.S. instrumentality obligations include, but are not limited to, those issued by the Export-Import Bank and Farmers Home Administration.

 

Some obligations issued or guaranteed by U.S. government agencies or instrumentalities are supported by the right of the issuer to borrow from the U.S. Treasury or the Federal Reserve Banks, such as those issued by FICBs. Others, such as those issued by Fannie Mae, the FHLBs and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), are supported by discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality. In addition, other obligations such as those issued by SLMA are supported only by the credit of the agency or instrumentality. There also are separately traded interest components of securities issued or guaranteed by the U.S. Treasury.

 

No assurance can be given that the U.S. government will provide financial support for the obligations of such U.S. Government-sponsored agencies or instrumentalities in the future, since it is not obligated to do so by law. In this document, “U.S. Government securities” refers not only to securities issued or guaranteed as to principal or interest by the U.S. Treasury but also to securities that are backed only by their own credit and not the full faith and credit of the U.S. Government.

 

It is possible that the availability and the marketability (liquidity) of the securities discussed in this section could be adversely affected by actions of the U.S. government to tighten the availability of its credit. In 2008, the Federal Housing Finance Agency (the “FHFA”), an agency of the U.S. government, placed Fannie Mae and Freddie Mac into conservatorship, a statutory process with the objective of returning the entities to normal business operations. The FHFA will act as the conservator to operate Fannie Mae and Freddie Mac until they are stabilized. It is unclear what effect this conservatorship will have on the securities issued or guaranteed by Fannie Mae or Freddie Mac.

 

2
 

 

Municipal Obligations

 

The two principal classifications of municipal obligations are general obligations and revenue obligations. General obligations are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue obligations are payable only from the revenues derived from a particular facility or class of facilities or in some cases from the proceeds of a special excise or other tax. For example, industrial development and pollution control bonds are in most cases revenue obligations since payment of principal and interest is dependent solely on the ability of the user of the facilities financed or the guarantor to meet its financial obligations, and in certain cases, the pledge of real and personal property as security for payment.

 

Issuers of municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any, that may be enacted by Congress or state legislatures extending the time for payment of principal or interest or both, or imposing other constraints upon enforcement of such obligations. There also is the possibility that as a result of litigation or other conditions, the power or ability of any one or more issuers to pay when due the principal of and interest on their municipal obligations may be affected.

 

Municipal Bonds. Municipal bonds are issued to obtain funding for various public purposes, including the construction of a wide range of public facilities such as airports, highways, bridges, schools, hospitals, housing, mass transportation, streets and water and sewer works. Other public purposes for which municipal bonds may be issued include refunding outstanding obligations, obtaining funds for general operating expenses and obtaining funds to lend to other public institutions and facilities. In addition, certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds for many types of local, privately operated facilities. Such debt instruments are considered municipal obligations if the interest paid on them is exempt from federal income tax. The payment of principal and interest by issuers of certain obligations purchased may be guaranteed by a letter of credit, note repurchase agreement, insurance or other credit facility agreement offered by a bank or other financial institution. Such guarantees and the creditworthiness of guarantors will be considered by a subadvisor in determining whether a municipal obligation meets investment quality requirements. No assurance can be given that a municipality or guarantor will be able to satisfy the payment of principal or interest on a municipal obligation.

 

Federal tax legislation enacted in the 1980s placed substantial new restrictions on the issuance of the bonds described above and in some cases eliminated the ability of state or local governments to issue municipal obligations for some of the above purposes. Such restrictions do not affect the federal income tax treatment of municipal obligations issued prior to the effective dates of the provisions imposing such restrictions. The effect of these restrictions may be to reduce the volume of newly issued municipal obligations.

 

The yields or returns of municipal bonds depend on a variety of factors, including general market conditions, effective marginal tax rates, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating (if any) of the issue. The ratings of Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”), and Fitch Ratings (“Fitch”) represent their opinions as to the quality of various municipal bonds that they undertake to rate. It should be emphasized, however, that ratings are not absolute standards of quality. For example, depending on market conditions, municipal bonds with the same maturity and stated interest rate, but with different ratings, may nevertheless have the same yield. See Appendix A for a description of ratings. Many issuers of securities choose not to have their obligations rated. Although unrated securities eligible for purchase must be determined to be comparable in quality to securities having certain specified ratings, the market for unrated securities may not be as broad as for rated securities since many investors rely on rating organizations for credit appraisal. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates, due to such factors as changes in the overall demand or supply of various types of municipal bonds.

 

Municipal Bonds Issued by the Commonwealth of Puerto Rico. A fund may invest in municipal obligations issued by the Commonwealth of Puerto Rico and its agencies, or other U.S. territories, which generally are tax-exempt.

 

Adverse economic, market, political, or other conditions within Puerto Rico may negatively affect the value of a fund's holdings in municipal obligations issued by the Commonwealth of Puerto Rico and its agencies. The Puerto Rican economy is reliant on manufacturing, services, and tourism, and its economy and financial operations generally parallel the economic cycles of those in the United States. As a result, economic difficulties in the United States are likely to have an adverse impact on the overall economy of Puerto Rico. Moreover, like many other U.S. states and municipalities, Puerto Rico experienced a significant downturn during the most recent recession. Puerto Rico continues to face significant fiscal challenges, including persistent government budget deficits, underfunded public pension benefit obligations, underfunded government retirement systems, sizable debt service obligations and a high unemployment rate. Several rating organizations have downgraded a number of securities issued in Puerto Rico to below investment-grade or placed them on “negative watch.” Any further downgrades could place additional strain on the Puerto Rican

 

3
 

 

economy. Puerto Rican financial difficulties potentially could lead to less liquidity, wider yield spreads over benchmark U.S. government securities, and greater risk of default for Puerto Rican municipal securities, and consequently may increase the volatility of a fund’s share price, and adversely affect the value of a fund’s investments and its investment performance.

 

A fund may invest in general obligation or revenue bonds issued by the Commonwealth of Puerto Rico. The Puerto Rican constitution prioritizes general obligation bonds over revenue bonds, so that all tax revenues, even those pledged to revenue bond holders, can be applied first to general obligation bonds and other Commonwealth-guaranteed debt if other revenues are insufficient to satisfy such obligations.

 

Municipal Notes. Municipal notes are short-term obligations of municipalities, generally with a maturity ranging from six months to three years. The principal types of such notes include tax, bond and revenue anticipation notes, project notes, and construction loan notes.

 

Municipal Commercial Paper. Municipal commercial paper is a short-term obligation of a municipality, generally issued at a discount with a maturity of less than one year. Such paper is likely to be issued to meet seasonal working capital needs of a municipality or interim construction financing. Municipal commercial paper is backed in many cases by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks and other institutions.

 

Canadian and Provincial Government and Crown Agency Obligations

 

Canadian Government Obligations. Canadian government obligations are debt securities issued or guaranteed as to principal or interest by the government of Canada pursuant to authority granted by the Parliament of Canada and approved by the Governor in Council, where necessary. These securities include treasury bills, notes, bonds, debentures and marketable government of Canada loans.

 

Canadian Crown Obligations. Canadian Crown agency obligations are debt securities issued or guaranteed by a Crown corporation, company or agency (“Crown Agencies”) pursuant to authority granted by the Parliament of Canada and approved by the Governor in Council, where necessary. Certain Crown Agencies are by statute agents of Her Majesty in right of Canada, and their obligations, when properly authorized, constitute direct obligations of the government of Canada. These obligations include, but are not limited to, those issued or guaranteed by the:

 

Export Development Corporation;

 

Farm Credit Corporation;

 

Federal Business Development Bank; and

 

Canada Post Corporation.

 

In addition, certain Crown Agencies that are not, by law, agents of Her Majesty may issue obligations that, by statute, the Governor in Council may authorize the Minister of Finance to guarantee on behalf of the Government of Canada. Other Crown Agencies that are not by law agents of Her Majesty may issue or guarantee obligations not entitled to be guaranteed by the government of Canada. No assurance can be given that the government of Canada will support the obligations of Crown Agencies that are not agents of Her Majesty, which it has not guaranteed, since it is not obligated to do so by law.

 

Provincial Government Obligations. Provincial Government obligations are debt securities issued or guaranteed as to principal or interest by the government of any province of Canada pursuant to authority granted by the provincial Legislature and approved by the Lieutenant Governor in Council of such province, where necessary. These securities include treasury bills, notes, bonds and debentures.

 

Provincial Crown Agency Obligations. Provincial Crown Agency obligations are debt securities issued or guaranteed by a provincial Crown corporation, company or agency (“Provincial Crown Agencies”) pursuant to authority granted by the provincial Legislature and approved by the Lieutenant Governor in Council of such province, where necessary. Certain Provincial Crown Agencies are by statute agents of Her Majesty in right of a particular province of Canada, and their obligations, when properly authorized, constitute direct obligations of such province. Other Provincial Crown Agencies that are not, by law, agents of Her Majesty in right of a particular province of Canada may issue obligations that, by statute, the Lieutenant Governor in Council of such province may guarantee, or may authorize the Treasurer thereof to guarantee, on behalf of the government of such province. Finally, other Provincial Crown Agencies that are not, by law, agencies of Her Majesty may issue or guarantee obligations not entitled to be guaranteed by a provincial government. No assurance can be given that the government of any province of Canada will support the

 

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obligations of Provincial Crown Agencies that are not agents of Her Majesty and that it has not guaranteed, as it is not obligated to do so by law. Provincial Crown Agency obligations described above include, but are not limited to, those issued or guaranteed by a:

 

provincial railway corporation;

 

provincial hydroelectric or power commission or authority;

 

provincial municipal financing corporation or agency; and

 

provincial telephone commission or authority.

 

Certificates of Deposit, Time Deposits and Bankers’ Acceptances

 

Certificates of Deposit. Certificates of deposit are certificates issued against funds deposited in a bank or a savings and loan. They are issued for a definite period of time and earn a specified rate of return.

 

Time Deposits. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates.

 

Bankers’ Acceptances. Bankers’ acceptances are short-term credit instruments evidencing the obligation of a bank to pay a draft which has been drawn on it by a customer. These instruments reflect the obligations both of the bank and of the drawer to pay the face amount of the instrument upon maturity. They are primarily used to finance the import, export, transfer or storage of goods. They are “accepted” when a bank guarantees their payment at maturity.

 

These obligations are not insured by the Federal Deposit Insurance Corporation.

 

Commercial Paper

 

Commercial paper consists of unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is issued in bearer form with maturities generally not exceeding nine months. Commercial paper obligations may include variable amount master demand notes.

 

Variable Amount Master Demand Notes. Variable amount master demand notes are obligations that permit the investment of fluctuating amounts at varying rates of interest pursuant to direct arrangements between a fund, as lender, and the borrower. These notes permit daily changes in the amounts borrowed. The investing (i.e., “lending”) fund has the right to increase the amount under the note at any time up to the full amount provided by the note agreement, or to decrease the amount, and the borrower may prepay up to the full amount of the note without penalty. Because variable amount master demand notes are direct lending arrangements between the lender and borrower, it is not generally contemplated that such instruments will be traded. There is no secondary market for these notes, although they are redeemable (and thus immediately repayable by the borrower) at face value, plus accrued interest, at any time.

 

Except in the case of the Global Bond Trust, Real Return Bond Trust and the Total Return Trust, a subadvisor will only invest in variable amount master demand notes issued by companies that, at the date of investment, have an outstanding debt issue rated “Aaa” or “Aa” by Moody’s or “AAA” or “AA” by S&P or Fitch and that the applicable subadvisor has determined present minimal risk of loss. A subadvisor will look generally at the financial strength of the issuing company as “backing” for the note and not to any security interest or supplemental source such as a bank letter of credit. A variable amount master demand note will be valued on each day a net asset value (“NAV”) is determined. The NAV generally will be equal to the face value of the note plus accrued interest unless the financial position of the issuer is such that its ability to repay the note when due is in question.

 

Corporate Obligations

 

Corporate obligations are bonds and notes issued by corporations to finance long-term credit needs.

 

Repurchase Agreements

 

Repurchase agreements are arrangements involving the purchase of an obligation and the simultaneous agreement to resell the same obligation on demand or at a specified future date and at an agreed upon price. A repurchase agreement can be viewed as a loan made by a fund to the seller of the obligation with such obligation serving as collateral for the seller’s agreement to repay the amount borrowed with interest. Repurchase agreements provide the opportunity to earn a return on cash that is only temporarily available. Repurchase agreements may be entered with banks, brokers or dealers. However, a repurchase agreement will only be entered with a

 

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broker or dealer if the broker or dealer agrees to deposit additional collateral should the value of the obligation purchased decrease below the resale price.

 

Generally, repurchase agreements are of a short duration, often less than one week but on occasion for longer periods. Securities subject to repurchase agreements will be valued every business day and additional collateral will be requested if necessary so that the value of the collateral is at least equal to the value of the repurchase obligation, including the interest accrued thereon.

 

A subadvisor shall engage in a repurchase agreement transaction only with those banks or broker/dealers who meet the subadvisor’s quantitative and qualitative criteria regarding creditworthiness, asset size and collateralization requirements. The Advisor also may engage in repurchase agreement transactions on behalf of the funds. The counterparties to a repurchase agreement transaction are limited to a:

 

Federal Reserve System member bank;

 

primary government securities dealer reporting to the Federal Reserve Bank of New York’s Market Reports Division; or

 

broker-dealer that reports U.S. government securities positions to the Federal Reserve Board.

 

A fund also may participate in repurchase agreement transactions utilizing the settlement services of clearing firms that meet the subadvisor’s creditworthiness requirements.

 

The Advisor and the subadvisors will continuously monitor repurchase agreement transactions to ensure that the collateral held with respect to a repurchase agreement equals or exceeds the amount of the obligation.

 

The risk of a repurchase agreement transaction is limited to the ability of the seller to pay the agreed-upon sum on the delivery date. In the event of bankruptcy or other default by the seller, the instrument purchased may decline in value, interest payable on the instrument may be lost and there may be possible difficulties and delays in obtaining collateral and delays and expense in liquidating the instrument. If an issuer of a repurchase agreement fails to repurchase the underlying obligation, the loss, if any, would be the difference between the repurchase price and the underlying obligation’s market value. A fund also might incur certain costs in liquidating the underlying obligation. Moreover, if bankruptcy or other insolvency proceedings are commenced with respect to the seller, realization upon the underlying obligation might be delayed or limited.

 

Foreign Repurchase Agreements

 

Foreign repurchase agreements involve an agreement to purchase a foreign security and to sell that security back to the original seller at an agreed-upon price in either U.S. dollars or foreign currency. Unlike typical U.S. repurchase agreements, foreign repurchase agreements may not be fully collateralized at all times. The value of a security purchased may be more or less than the price at which the counterparty has agreed to repurchase the security. In the event of default by the counterparty, a fund may suffer a loss if the value of the security purchased is less than the agreed-upon repurchase price, or if it is unable to successfully assert a claim to the collateral under foreign laws. As a result, foreign repurchase agreements may involve higher credit risks than repurchase agreements in U.S. markets, as well as risks associated with currency fluctuations. In addition, as with other emerging market investments, repurchase agreements with counterparties located in emerging markets, or relating to emerging markets, may involve issuers or counterparties with lower credit ratings than typical U.S. repurchase agreements.

 

Other Instruments

 

The following discussion provides an explanation of some of the other instruments in which certain funds (as indicated, except the funds of funds), may directly invest consistent with their investment objectives and policies.

 

Warrants & Rights

 

Each fund (excluding Money Market Trust and Money Market Trust B (collectively, the “Money Market Trusts”)) may purchase warrants, including warrants traded independently of the underlying securities. The funds also may receive rights or warrants as part of a unit, attached to securities purchased or in connection with corporate actions.

 

Warrants are rights to purchase securities at specific prices and are valid for a specific period of time. Warrant prices do not necessarily move parallel to the prices of the underlying securities, and warrant holders receive no dividends and have no voting rights or rights with respect to the assets of an issuer. The price of a warrant may be more volatile than the price of its underlying security,

 

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and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants cease to have value if not exercised prior to the expiration date. These factors can make warrants more speculative than other types of investments.

 

Reverse Repurchase Agreements

 

Under a reverse repurchase agreement, a fund sells a debt security and agrees to repurchase it at an agreed upon time and at an agreed upon price. The fund retains record ownership of the security and the right to receive interest and principal payments thereon. At an agreed upon future date, the fund repurchases the security by remitting the proceeds previously received, plus interest. The difference between the amount the fund receives for the security and the amount it pays on repurchase is payment of interest. In certain types of agreements, there is no agreed-upon repurchase date and interest payments are calculated daily, often based on the prevailing overnight repurchase rate. A reverse repurchase agreement may be considered a form of leveraging and may, therefore, increase fluctuations in a fund’s NAV per share. A fund will cover its repurchase agreement transactions by maintaining in a segregated custodial account cash, Treasury bills or other U.S. government securities having an aggregate value at least equal to the amount of such commitment to repurchase including accrued interest, until payment is made.

 

Mortgage Securities

 

Prepayment of Mortgages. Mortgage securities differ from conventional bonds in that principal is paid over the life of the securities rather than at maturity. As a result, a fund that invests in mortgage securities receives monthly scheduled payments of principal and interest, and may receive unscheduled principal payments representing prepayments on the underlying mortgages. When a fund reinvests the payments and any unscheduled prepayments of principal it receives, it may receive a rate of interest which is higher or lower than the rate on the existing mortgage securities. For this reason, mortgage securities may be less effective than other types of debt securities as a means of locking in long term interest rates.

 

In addition, because the underlying mortgage loans and assets may be prepaid at any time, if a fund purchases mortgage securities at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will increase yield to maturity. Conversely, if a fund purchases these securities at a discount, faster than expected prepayments will increase yield to maturity, while slower than expected payments will reduce yield to maturity.

 

Adjustable Rate Mortgage Securities. Adjustable rate mortgage securities are similar to the fixed rate mortgage securities discussed above, except that, unlike fixed rate mortgage securities, adjustable rate mortgage securities are collateralized by or represent interests in mortgage loans with variable rates of interest. These variable rates of interest reset periodically to align themselves with market rates. Most adjustable rate mortgage securities provide for an initial mortgage rate that is in effect for a fixed period, typically ranging from three to twelve months. Thereafter, the mortgage interest rate will reset periodically in accordance with movements in a specified published interest rate index. The amount of interest due to an adjustable rate mortgage holder is determined in accordance with movements in a specified published interest rate index by adding a pre-determined increment or “margin” to the specified interest rate index. Many adjustable rate mortgage securities reset their interest rates based on changes in:

 

one-year, three-year and five-year constant maturity Treasury Bill rates;

 

three-month or six-month Treasury Bill rates;

 

11th District Federal Home Loan Bank Cost of Funds;

 

National Median Cost of Funds; or

 

one-month, three-month, six-month or one-year London Interbank Offered Rate (“LIBOR”) and other market rates.

 

During periods of increasing rates, a fund will not benefit from such increase to the extent that interest rates rise to the point where they cause the current coupon of adjustable rate mortgages held as investments to exceed any maximum allowable annual or lifetime reset limits or “cap rates” for a particular mortgage. In this event, the value of the mortgage securities held by the fund would likely decrease. During periods of declining interest rates, income to a fund derived from adjustable rate mortgages that remain in a mortgage pool may decrease in contrast to the income on fixed rate mortgages, which will remain constant. Adjustable rate mortgages also have less potential for appreciation in value as interest rates decline than do fixed rate investments. Also, a fund’s NAV could vary to the extent that current yields on adjustable rate mortgage securities held as investments are different than market yields during interim periods between coupon reset dates.

 

Privately Issued Mortgage Securities. Privately issued mortgage securities provide for the monthly principal and interest payments made by individual borrowers to pass through to investors on a corporate basis, and in privately issued collateralized mortgage

 

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obligations, as further described below. Privately issued mortgage securities are issued by private originators of, or investors in, mortgage loans, including:

 

mortgage bankers;

 

commercial banks;

 

investment banks;

 

savings and loan associations; and

 

special purpose subsidiaries of the foregoing.

 

Since privately issued mortgage certificates are not guaranteed by an entity having the credit status of the GNMA or Freddie Mac, such securities generally are structured with one or more types of credit enhancement. For a description of the types of credit enhancements that may accompany privately issued mortgage securities, see “Types of Credit Support” below. A fund that invests in mortgage securities will not limit its investments in mortgage securities to those with credit enhancements.

 

Collateralized Mortgage Obligations (“CMOs”). CMOs generally are bonds or certificates issued in multiple classes that are collateralized by or represent an interest in mortgages. CMOs may be issued by single-purpose, stand-alone finance subsidiaries or trusts of financial institutions, government agencies, investment banks or other similar institutions. Each class of CMOs, often referred to as a “tranche,” may be issued with a specific fixed coupon rate (which may be zero) or a floating coupon rate. Each class of CMOs also has a stated maturity or final distribution date. Principal prepayments on the underlying mortgages may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates. Interest is paid or accrued on CMOs on a monthly, quarterly or semiannual basis.

 

The principal of and interest on the underlying mortgages may be allocated among the several classes of a series of a CMO in many ways. The general goal sought to be achieved in allocating cash flows on the underlying mortgages to the various classes of a series of CMOs is to create tranches on which the expected cash flows have a higher degree of predictability than the underlying mortgages. In creating such tranches, other tranches may be subordinated to the interests of these tranches and receive payments only after the obligations of the more senior tranches have been satisfied. As a general matter, the more predictable the cash flow is on a CMO tranche, the lower the anticipated yield will be on that tranche at the time of issuance. As part of the process of creating more predictable cash flows on most of the tranches in a series of CMOs, one or more tranches generally must be created that absorb most of the volatility in the cash flows on the underlying mortgages. The yields on these tranches are relatively higher than on tranches with more predictable cash flows. Because of the uncertainty of the cash flows on these tranches, and the sensitivity of these transactions to changes in prepayment rates on the underlying mortgages, the market prices of and yields on these tranches tend to be highly volatile. The market prices of and yields on tranches with longer terms to maturity also tend to be more volatile than tranches with shorter terms to maturity due to these same factors. To the extent the mortgages underlying a series of a CMO are so-called “subprime mortgages” (mortgages granted to borrowers whose credit history is not sufficient to obtain a conventional mortgage), the risk of default is higher, which increases the risk that one or more tranches of a CMO will not receive its predicted cash flows.

 

As CMOs have evolved, some classes of CMO bonds have become more common. For example, the funds may invest in parallel-pay and planned amortization class (“PAC”). CMOs and multi-class pass through certificates. Parallel-pay CMOs and multi-class pass-through certificates are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which, as with other CMO and multi-class pass-through structures, must be retired by its stated maturity date or final distribution date but may be retired earlier. PACs generally require payments of a specified amount of principal on each payment date. PACs are parallel-pay CMOs with the required principal amount on such securities having the highest priority after interest has been paid to all classes. Any CMO or multi-class pass through structure that includes PAC securities must also have support tranches—known as support bonds, companion bonds or non-PAC bonds—which lend or absorb principal cash flows to allow the PAC securities to maintain their stated maturities and final distribution dates within a range of actual prepayment experience. These support tranches are subject to a higher level of maturity risk compared to other mortgage-backed securities, and usually provide a higher yield to compensate investors. If principal cash flows are received in amounts outside a pre-determined range such that the support bonds cannot lend or absorb sufficient cash flows to the PAC securities as intended, the PAC securities are subject to heightened maturity risk. Consistent with a fund’s investment objectives and policies, the fund may invest in various tranches of CMO bonds, including support bonds.

 

Separate Trading of Registered Interest and Principal of Securities (“STRIPS”). Separately traded interest components of securities may be issued or guaranteed by the U.S. Treasury. The interest components of selected securities are traded independently

 

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under the STRIPS program. Under the STRIPS program, the interest components are individually numbered and separately issued by the U.S. Treasury at the request of depository financial institutions, which then trade the component parts independently.

 

Stripped Mortgage Securities. Stripped mortgage securities are derivative multi-class mortgage securities. Stripped mortgage securities may be issued by agencies or instrumentalities of the U.S. government, or by private issuers, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities have greater volatility than other types of mortgage securities in which the funds invest. Although stripped mortgage securities are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, stripped mortgage securities may be illiquid and, together with any other illiquid investments, will not exceed 15% of a fund’s net assets (5% in the case of each Money Market Trust). See “Additional Investment Policies — Illiquid Securities.”

 

Stripped mortgage securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of stripped mortgage security will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest only or “IO” class), while the other class will receive all of the principal (the principal only or “PO” class). The yield to maturity on an IO class is extremely sensitive to changes in prevailing interest rates and the rate of principal payments (including prepayments) on the related underlying mortgage assets. A rapid rate of principal payments may have a material adverse effect on an investing fund’s yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the investor may fail to fully recoup its initial investment in these securities even if the securities are rated highly.

 

As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The value of the other mortgage securities described in the Prospectus and this SAI, like other debt instruments, will tend to move in the opposite direction to interest rates. Accordingly, investing in IOs, in conjunction with the other mortgage securities described in the Prospectus and this SAI, is expected to contribute to the relative stability of a fund’s NAV.

 

In addition to the stripped mortgage securities described above, High Yield Trust and Value Trust may invest in similar securities such as Super Principal Only (“SPO”) and Leverage Interest Only (“LIO”), which are more volatile than POs and IOs. Risks associated with instruments, such as SPOs, are similar in nature to those risks related to investments in POs. Risks associated with LIOs and IOs are similar in nature to those associated with IOs.

 

Similar securities such as Super Principal Only (“SPO”) and Levered Interest Only (“LIO”) are more volatile than POs and IOs. Risks associated with instruments such as SPOs are similar in nature to those risks related to investments in POs. Risks associated with LIOs and IOettes (a.k.a. “high coupon bonds”) are similar in nature to those associated with IOs. Other similar instruments may develop in the future.

 

Under the Internal Revenue Code of 1986, as amended (the “Code”), POs may generate taxable income from the current accrual of original issue discount, without a corresponding distribution of cash to a fund.

 

Inverse Floaters. Each of Global Bond Trust, Total Return Trust, Real Return Bond Trust, High Yield Trust, Investment Quality Bond Trust, and Value Trust may invest in inverse floaters. Inverse floaters may be issued by agencies or instrumentalities of the U.S. government, or by private issuers, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Inverse floaters have greater volatility than other types of mortgage securities in which a fund invests (with the exception of stripped mortgage securities and there is a risk that the market value will vary from the amortized cost). Although inverse floaters are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, inverse floaters may be illiquid. Any illiquid inverse floaters, together with any other illiquid investments, will not exceed 15% of such a fund’s net assets. See “Additional Investment Policies — Illiquid Securities.”

 

Inverse floaters are derivative mortgage securities that are structured as a class of security that receives distributions on a pool of mortgage assets. Yields on inverse floaters move in the opposite direction of short-term interest rates and at an accelerated rate.

 

Types of Credit Support. Mortgage securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the impact of an obligor’s failure to make payments on underlying assets, mortgage securities may contain elements of credit support. A discussion of credit support is described below in “Asset-Backed Securities.”

 

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Asset-Backed Securities

 

The securitization techniques used to develop mortgage securities also are being applied to a broad range of other assets. Through the use of trusts and special purpose corporations, automobile and credit card receivables are being securitized in pass-through structures similar to mortgage pass-through structures or in a pay-through structure similar to the CMO structure.

 

Generally, the issuers of asset-backed bonds, notes or pass-through certificates are special purpose entities and do not have any significant assets other than the receivables securing such obligations. In general, the collateral supporting asset-backed securities is of a shorter maturity than that of mortgage loans. As a result, investment in these securities should be subject to less volatility than mortgage securities. Instruments backed by pools of receivables are similar to mortgage-backed securities in that they are subject to unscheduled prepayments of principal prior to maturity. When the obligations are prepaid, a fund must reinvest the prepaid amounts in securities with the prevailing interest rates at the time. Therefore, a fund’s ability to maintain an investment, including high-yielding asset-backed securities, will be affected adversely to the extent that prepayments of principal must be reinvested in securities that have lower yields than the prepaid obligations. Moreover, prepayments of securities purchased at a premium could result in a realized loss.

 

As with mortgage securities, asset-backed securities are often backed by a pool of assets representing the obligation of a number of different parties and use similar credit enhancement techniques. For a description of the types of credit enhancement that may accompany asset-backed securities, see “Types of Credit Support” below. A fund investing in asset-backed securities will not limit its investments in asset-backed securities to those with credit enhancements. Although asset-backed securities are not generally traded on a national securities exchange, such securities are widely traded by brokers and dealers, and will not be considered illiquid securities for the purposes of the investment restriction on illiquid securities under “Additional Investment Policies.”

 

Types of Credit Support. To lessen the impact of an obligor’s failure to make payments on underlying assets, mortgage securities and asset-backed securities may contain elements of credit support. Such credit support falls into two categories:

 

liquidity protection; and

 

default protection.

 

Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the pass-through of payments due on the underlying pool of assets occurs in a timely fashion. Default protection provides protection against losses resulting from ultimate default and enhances the likelihood of ultimate payment of the obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. A fund will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

 

Some examples of credit support include:

 

“senior-subordinated securities” (multiple class securities with one or more classes subordinate to other classes as to the payment of principal thereof and interest thereon, with the result that defaults on the underlying assets are borne first by the holders of the subordinated class);

 

creation of “reserve funds” (where cash or investments, sometimes funded from a portion of the payments on the underlying assets, are held in reserve against future losses); and

 

“over-collateralization” (where the scheduled payments on, or the principal amount of, the underlying assets exceed those required to make payment on the securities and pay any servicing or other fees).

 

The ratings of mortgage securities and asset-backed securities for which third-party credit enhancement provides liquidity protection or default protection are generally dependent upon the continued creditworthiness of the provider of the credit enhancement. The ratings of these securities could be reduced in the event of deterioration in the creditworthiness of the credit enhancement provider even in cases where the delinquency and loss experienced on the underlying pool of assets is better than expected.

 

The degree of credit support provided for each issue is generally based on historical information concerning the level of credit risk associated with the underlying assets. Delinquency or loss greater than anticipated could adversely affect the return on an investment in mortgage securities or asset-backed securities.

 

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Collateralized Debt Obligations. Obligations in which a fund may be authorized to invest may include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”), other collateralized debt obligations, and other similarly structured securities (collectively, “”CDOs”). CDOs are types of asset-backed securities. A CBO is a trust that is often backed by a diversified pool of high risk, below investment grade fixed-income securities. The collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties. CDOs may charge management fees and administrative expenses.

 

In a CDO structure, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche, which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CDO trust typically has a higher rating and lower yield than its underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CDO securities as a class. In the case of all CDO tranches, the market prices of and yields on tranches with longer terms to maturity tend to be more volatile than those of tranches with shorter terms to maturity due to the greater volatility and uncertainty of cash flows.

 

The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the instrument in which a fund invests. Normally, CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized as illiquid; however, an active dealer market may exist for CDOs, allowing them to qualify for treatment as liquid under Rule 144A. In addition to the normal risks associated with fixed-income securities discussed elsewhere in this SAI and the Prospectus (e.g., interest rate risk and default risk), CDOs carry additional risks including, but are not limited to: (i) distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) funds (excluding the funds of funds) may invest in CBOs, CLOs or other CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

 

Zero Coupon Securities, Deferred Interest Bonds and Pay-In-Kind Bonds

 

Zero coupon securities, deferred interest bonds and pay-in-kind bonds involve special risk considerations. Zero coupon securities and deferred interest bonds are debt securities that pay no cash income but are sold at substantial discounts from their value at maturity. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. When a zero coupon security or a deferred interest bond is held to maturity, its entire return, which consists of the amortization of discount, comes from the difference between its purchase price and its maturity value. This difference is known at the time of purchase, so that investors holding these securities until maturity know at the time of their investment what the return on their investment will be. The funds also may purchase pay-in-kind bonds. Pay-in-kind bonds are bonds that pay all or a portion of their interest in the form of debt or equity securities.

 

Zero coupon securities, deferred interest bonds and pay-in-kind bonds are subject to greater price fluctuations in response to changes in interest rates than ordinary interest-paying debt securities with similar maturities. The value of zero coupon securities and deferred interest bonds usually appreciate during periods of declining interest rates and usually depreciates during periods of rising interest rates.

 

Issuers of Zero Coupon Securities and Pay-In-Kind Bonds. Zero coupon securities and pay-in-kind bonds may be issued by a wide variety of corporate and governmental issuers. Although zero coupon securities and pay-in-kind bonds are generally not traded on a national securities exchange, these securities are widely traded by brokers and dealers and, to the extent they are widely traded, will not be considered illiquid for the purposes of the investment restriction under “Additional Investment Policies – Illiquid Securities.”

 

Tax Considerations. Current federal income tax law requires the holder of a zero coupon security or certain pay-in-kind bonds to accrue income with respect to these securities prior to the receipt of cash payments. To maintain its qualification as a regulated investment company (“RIC”) and avoid liability for federal income and excise taxes, a fund may be required to distribute income accrued with respect to these securities and may have to dispose of fund securities under disadvantageous circumstances in order to generate cash to satisfy these distribution requirements.

 

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Loans and Other Direct Debt Instruments

 

A fund may invest in loans and other direct debt instruments to the extent authorized by its investment policies. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables), or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower on demand.

 

High Yield (High Risk) Domestic Corporate Debt Securities

 

High yield U.S. corporate debt securities in which a fund may invest include bonds, debentures, notes, bank loans, credit-linked notes and commercial paper. Most of these debt securities will bear interest at fixed rates, except bank loans, which usually have floating rates. The fund also may invest in bonds with variable rates of interest or debt securities which involve equity features, such as equity warrants or convertible outright and participation features (i.e., interest or other payments, often in addition to a fixed rate of return, that are based on the borrower’s attainment of specified levels of revenues, sales or profits and thus enable the holder of the security to share in the potential success of the venture).

 

The market for high yield U.S. corporate debt securities has undergone significant changes since it was first established. Issuers in the U.S. high yield market originally consisted primarily of growing small capitalization companies and larger capitalization companies whose credit quality had declined from investment grade. During the mid-1980s, participants in the U.S. high yield market issued high yield securities principally in connection with leveraged buyouts and other leveraged recapitalizations. In late 1989 and 1990, the volume of new issues of high yield U.S. corporate debt declined significantly and liquidity in the market decreased. Since early 1991, the volume of new issues of high yield U.S. corporate debt securities has increased substantially and secondary market liquidity has improved. During the same periods, the U.S. high yield debt market exhibited strong returns. Currently, most new offerings of U.S. high yield securities are being issued to refinance higher coupon debt and to raise funds for general corporate purposes, as well as to provide financing in connection with leveraged transactions.

 

The secondary market for high yield U.S. corporate debt securities is concentrated in relatively few market makers and is dominated by institutional investors, including mutual funds, insurance companies and other financial institutions. Accordingly, the secondary market for such securities is not as liquid as, and is more volatile than, the secondary market for higher-rated securities. In addition, market trading volume for high yield U.S. corporate debt securities is generally lower and the secondary market for such securities could shrink or disappear suddenly and without warning as a result of adverse market or economic conditions, independent of any specific adverse changes in the condition of a particular issuer. The lack of sufficient market liquidity may cause a fund to incur losses because it will be required to effect sales at a disadvantageous time and then only at a substantial drop in price. These factors may have an adverse effect on the market price and a fund’s ability to dispose of particular portfolio investments. A less liquid secondary market also may make it more difficult for a fund to obtain precise valuations of the high yield securities in its portfolio.

 

Brady Bonds

 

Brady Bonds are debt securities issued under the framework of the “Brady Plan,” an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness. The Brady Plan framework, as it has developed, involves the exchange of external commercial bank debt for newly issued bonds (“Brady Bonds”). Brady Bonds also may be issued in respect of new money being advanced by existing lenders in connection with the debt restructuring. Brady Bonds issued to date generally have maturities between 15 and 30 years from the date of issuance and have traded at a deep discount from their face value. In addition to Brady Bonds, the funds may invest in emerging market governmental obligations issued as a result of debt restructuring agreements outside of the scope of the Brady Plan.

 

Agreements implemented under the Brady Plan to date are designed to achieve debt and debt-service reduction through specific options negotiated by a debtor nation with its creditors. As a result, the financial packages offered by each country differ. The types of options have included:

 

the exchange of outstanding commercial bank debt for bonds issued at 100% of face value which carry a below-market stated rate of interest (generally known as par bonds);

 

bonds issued at a discount from face value (generally known as discount bonds);

 

bonds bearing an interest rate which increases over time; and

 

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bonds issued in exchange for the advancement of new money by existing lenders.

 

Discount bonds issued to date under the framework of the Brady Plan have generally borne interest computed semi-annually at a rate equal to 13/16 of one percent above the current six-month LIBOR rate. Regardless of the stated face amount and interest rate of the various types of Brady Bonds, a fund investing in Brady Bonds will purchase Brady Bonds in secondary markets in which the price and yield to the investor reflect market conditions at the time of purchase.

 

Certain sovereign bonds are entitled to “value recovery payments” in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Certain Brady Bonds have been collateralized as to principal due at maturity (typically 15 to 30 years from the date of issuance) by U.S. Treasury zero coupon bonds with a maturity equal to the final maturity of such Brady Bonds, although the collateral is not available to investors until the final maturity of the Brady Bonds. Collateral purchases are financed by the International Monetary Fund (“IMF”), the World Bank and the debtor nations’ reserves. In addition, interest payments on certain types of Brady Bonds may be collateralized by cash or high-grade securities in amounts that typically represent between 12 and 18 months of interest accruals on these instruments, with the balance of the interest accruals being uncollateralized.

 

A fund may purchase Brady Bonds with no or limited collateralization, and must rely for payment of interest and (except in the case of principal collateralized Brady Bonds) principal primarily on the willingness and ability of the foreign government to make payment in accordance with the terms of the Brady Bonds.

 

Brady Bonds issued to date are purchased and sold in secondary markets through U.S. securities dealers and other financial institutions and are generally maintained through European transactional securities depositories. A substantial portion of the Brady Bonds and other sovereign debt securities in which a fund invests are likely to be acquired at a discount.

 

Sovereign Debt Obligations

 

Sovereign debt obligations are issued or guaranteed by foreign governments or their agencies. Sovereign debt may be in the form of conventional securities or other types of debt instruments, such as loan or loan participations. Typically, sovereign debt of developing countries may involve a high degree of risk, and may be in default or present the risk of default. However, sovereign debt of developed countries also may involve a high degree of risk and may be in default or present the risk of default. Governments rely on taxes and other revenue sources to pay interest and principal on their debt obligations, and governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or rescheduling of debt payments. The payment of principal and interest on these obligations may be adversely affected by a variety of factors, including economic results, changes in interest and exchange rates, changes in debt ratings, a limited tax base or limited revenue sources, natural disasters, or other economic or credit problems. In addition, prospects for repayment and payment of interest may depend on political as well as economic factors. Defaults in sovereign debt obligations, or the perceived risk of default, also may impair the market for other securities and debt instruments, including securities issued by banks and other entities holding such sovereign debt, and negatively impact the funds.

 

Indexed Securities

 

Indexed securities are instruments whose prices are indexed to the prices of other securities, securities indices, currencies, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic.

 

Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities also may have prices that depend on the values of a number of different foreign currencies relative to each other.

 

The performance of indexed securities depends to a great extent on the performance of the security, currency, or other instrument to which they are indexed, and also may be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer’s creditworthiness deteriorates. Issuers of indexed securities have included banks, corporations, and certain U.S. government agencies. An indexed security may be leveraged to the extent that the

 

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magnitude of any change in the interest rate or principal payable on an indexed security is a multiple of the change in the reference price.

 

Hybrid Instruments

 

Hybrid instruments (a type of potentially high-risk derivative) combine the elements of futures contracts or options with those of debt, preferred equity or a depository instrument.

 

Characteristics of Hybrid Instruments. Generally, a hybrid instrument is a debt security, preferred stock, depository share, trust certificate, certificate of deposit or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption or retirement, is determined by reference to the following:

 

prices, changes in prices, or differences between prices of securities, currencies, intangibles, goods, articles or commodities (collectively, “underlying assets”); or

 

an objective index, economic factor or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices (collectively, “benchmarks”).

 

Hybrid instruments may take a variety of forms, including, but not limited to:

debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time;

 

preferred stock with dividend rates determined by reference to the value of a currency; or

 

convertible securities with the conversion terms related to a particular commodity.

 

Uses of Hybrid Instruments. Hybrid instruments provide an efficient means of creating exposure to a particular market, or segment of a market, with the objective of enhancing total return. For example, a fund may wish to take advantage of expected declines in interest rates in several European countries, but avoid the transaction costs associated with buying and currency-hedging the foreign bond positions.

 

One approach is to purchase a U.S. dollar-denominated hybrid instrument whose redemption price is linked to the average three-year interest rate in a designated group of countries. The redemption price formula would provide for payoffs of greater than par if the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the specified level. Furthermore, the investing fund could limit the downside risk of the security by establishing a minimum redemption price so that the principal paid at maturity could not be below a predetermined minimum level if interest rates were to rise significantly.

 

The purpose of this type of arrangement, known as a structured security with an embedded put option, is to give a fund the desired European bond exposure while avoiding currency risk, limiting downside market risk, and lowering transactions costs. Of course, there is no guarantee that such a strategy will be successful and the value of a fund may decline if, for example, interest rates do not move as anticipated or credit problems develop with the issuer of the hybrid instrument.

 

Structured Products

 

Structured products, including instruments such as credit-linked securities, commodity-linked notes and structured notes, are potentially high-risk derivatives. For example, a structured product may combine a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a structured product is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a “benchmark”). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a structured product may be increased or decreased, depending on changes in the value of the benchmark. An example of a structured product could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a structured product would be a combination of a bond and a call option on oil.

 

Structured products can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Structured products may not bear interest or pay dividends. The value of a structured product or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a structured product. Under certain conditions, the

 

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redemption value of a structured product could be zero. Thus, an investment in a structured product may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of structured products also exposes a fund to the credit risk of the issuer of the structured product. These risks may cause significant fluctuations in the net asset value of the fund.

 

Credit-Linked Securities . Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain high yield or other fixed income markets. For example, a fund may invest in credit-linked securities as a cash management tool in order to gain exposure to the high yield markets and/or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, investments in credit-linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the trust’s receipt of payments from, and the trust’s potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests. For instance, the trust may sell one or more credit default swaps, under which the trust would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the trust would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that a fund would receive as an investor in the trust. A fund’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is expected that the securities will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.

 

Commodity-Linked Notes. Certain structured products may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked structured products may be either equity or debt securities, leveraged or unleveraged, and have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. The funds will only invest in commodity-linked structured products that qualify under applicable rules of the Commodities Futures Trading Commission (“CFTC”) for an exemption from the provisions of the CEA.

 

Structured Notes and Indexed Securities. Structured notes are derivative debt instruments, the interest rate or principal of which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be “structured” by the purchaser and the borrower issuing the note. Indexed securities may include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. The terms of structured notes and indexed securities may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital. Structured notes and indexed securities may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of the structured note or indexed security at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes and securities may be very volatile. Structured notes and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the unrelated indicator. Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. To the extent a fund invests in these notes and securities, however, the subadvisor analyzes these notes and securities in its overall assessment of the effective duration of the fund’s holdings in an effort to monitor the fund’s interest rate risk.

 

Structured notes include investments in an entity, such as a trust, organized and operated solely for the purpose of restructuring the investment characteristics of various securities. This type of restructuring involves the deposit or purchase of specified instruments and the issuance of one or more classes of securities backed by, or representing interests in the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured notes to create securities with different investment characteristics, such as varying maturities, payment priorities or interest rate provisions. The extent of the income paid by the structured notes is dependent on the cash flow of the underlying instruments.

 

Certain issuers of structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the funds’ investments in these structured products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.

 

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Depositary Receipts

 

Securities of foreign issuers may include American Depositary Receipts, European Depositary Receipts, Global Depositary Receipts, International Depositary Receipts and Non-Voting Depositary Receipts (“ADRs,” “EDRs,” “GDRs,” “IDRs,” and “NVDRs,” respectively, and, collectively, “Depositary Receipts”). Depositary Receipts are certificates typically issued by a bank or trust company that give their holders the right to receive securities issued by a foreign or domestic corporation.

 

ADRs are U.S. dollar-denominated securities backed by foreign securities deposited in a U.S. securities depository. ADRs are created for trading in the U.S. markets. The value of an ADR will fluctuate with the value of the underlying security and will reflect any changes in exchange rates. An investment in ADRs involves risks associated with investing in foreign securities. Issuers of unsponsored ADRs are not contractually obligated to disclose material information in the United States, and, therefore, there may not be a correlation between that information and the market value of an unsponsored ADR.

 

EDRs, GDRs, IDRs and NVDRs are receipts evidencing an arrangement with a foreign bank or exchange affiliate similar to that for ADRs and are designed for use in foreign securities markets. EDRs, GDRs, IDRs, and NVDRs are not necessarily quoted in the same currency as the underlying security. NVDRs do not have voting rights.

 

Variable and Floating Rate Obligations

 

Investments in floating or variable rate securities normally will involve industrial development or revenue bonds which provide that the rate of interest is set as a specific percentage of a designated base rate, such as rates of Treasury Bonds or Bills or the prime rate at a major commercial bank. In addition, a bondholder can demand payment of the obligations on behalf of the investing fund on short notice at par plus accrued interest, which amount may be more or less than the amount the bondholder paid for them. The maturity of floating or variable rate obligations (including participation interests therein) is deemed to be the longer of: (i) the notice period required before a fund is entitled to receive payment of the obligation upon demand; or (ii) the period remaining until the obligation’s next interest rate adjustment. If not redeemed by the investing fund through the demand feature, the obligations mature on a specified date which may range up to thirty years from the date of issuance.

 

Exchange-Traded Funds (“ETFs”)

 

ETFs are a type of investment company bought and sold on a securities exchange. An ETF generally represents a fixed portfolio of securities designed to track a particular market index or basket of securities. A fund could purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF include the risks of owning the underlying securities it is designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying securities and ETFs have management fees that increase their costs. Also, there is a risk that an ETF may fail to closely track the index or basket of securities that it is designed to replicate.

 

Exchange-Traded Notes (“ETNs”)

 

ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy, minus applicable fees. ETNs are traded on an exchange (e.g., the NYSE) during normal trading hours; however, investors also can hold ETNs until they mature. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the day’s market benchmark or strategy factor. ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, including the credit risk of the issuer, and the value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN also may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When a fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. A decision by a fund to sell ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing, and there can be no assurance that a secondary market will exist for an ETN.

 

ETNs also are subject to tax risk. No assurance can be given that the Internal Revenue Service (the “IRS”) will accept, or a court will uphold, how a fund characterizes and treats ETNs for tax purposes.

 

An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid, and thus they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form. The market value of ETNs may differ from their market

 

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benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETNs at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN trades at a premium or discount to its market benchmark or strategy.

 

Event-Linked Exposure

 

A fund may have event-linked exposure by investing in “event-linked bonds” or “event-linked swaps” or by implementing “event-linked strategies.” Event-linked exposure results in gains or losses that typically are contingent, or formulaically related to defined trigger events. Examples of trigger events include hurricanes, earthquakes, weather-related phenomena, or statistics relating to such events. Some event-linked bonds are commonly referred to as “catastrophe bonds.” If a trigger event occurs, the fund may lose a portion or its entire principal invested in the bond or notional amount on a swap. Event-linked exposure often provides for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. Event-linked exposure also may expose the fund to certain unanticipated risks including credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked exposures also may be subject to liquidity risk.

 

Lending Securities

 

A fund may lend its securities so long as such loans do not represent more than 33⅓% of its total assets. As collateral for the loaned securities, the borrower gives the lending portfolio collateral equal to at least 100% of the value of the loaned securities. The collateral will consist of cash (including U.S. dollars and foreign currency), cash equivalents or securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The borrower must also agree to increase the collateral if the value of the loaned securities increases. As with other extensions of credit, there are risks that collateral could be inadequate in the event of the borrower failing financially, which could result in actual financial loss, and risks that recovery of loaned securities could be delayed, which could result in interference with portfolio management decisions or exercise of ownership rights. The collateral is managed by an affiliate of the Advisor. A fund will be responsible for the risks associated with the investment of cash collateral, including the risk that the fund may lose money on the investment or may fail to earn sufficient income to meet its obligations to the borrower. In addition, a fund may lose its right to vote its shares of the loaned securities at a shareholders meeting if the subadvisor does not recall or does not timely recall the loaned securities, or if the borrower fails to return the recalled securities in advance of the record date for the meeting.

 

Certain series of the Trust have entered into an agreement with The Goldman Sachs Trust Company, doing business as Goldman Sachs Agency Lending (“Goldman Sachs”) or Brown Brothers Harriman & Co. (“Brown Brothers Harriman”) as their securities lending agent (the “Securities Lending Agreement”). Under the Securities Lending Agreement, Goldman Sachs or Brown Brothers Harriman, as applicable, generally will bear the risk that a borrower may default on its obligation to return loaned securities.

 

Securities lending involves counterparty risk, including the risk that the loaned securities may not be returned or returned in a timely manner and/or a loss of rights in the collateral if the borrower or the lending agent defaults or fails financially. This risk is increased when a fund’s loans are concentrated with a single or limited number of borrowers. There are no limits on the number of borrowers to which a fund may lend securities and the fund may lend securities to only one or a small group of borrowers. In addition, under the Securities Lending Agreement, loans may be made to affiliates of Goldman Sachs or Brown Brothers Harriman, as applicable, as identified in the Securities Lending Agreement.

 

Cash collateral may be invested by the fund in a privately offered registered investment company advised by John Hancock Asset Management a division of Manulife Asset Management (US) LLC (“John Hancock Asset Management”) that is part of the same group of investment companies as the fund and that is offered exclusively to funds in the same group of investment companies. Investment of cash collateral offers the opportunity for the fund to profit from income earned by this collateral pool, but also the risk of loss, should the value of the fund’s shares in the collateral pool decrease below their initial value.

 

When-Issued Securities/Forward Commitments

 

In order to help ensure the availability of suitable securities, a fund may purchase debt or equity securities on a “when-issued” or on a “forward commitment” basis. Purchasing securities on a when-issued or forward commitment basis means that the obligations will be delivered to a fund at a future date, which may be one month or longer after the date of the commitment. Except as may be imposed by these factors, there is no limit on the percentage of a fund’s total assets that may be committed to such transactions.

 

When-issued, delayed-delivery or forward-commitment transactions involve a commitment to purchase or sell securities at a predetermined price or yield in which payment and delivery take place after the customary settlement for such securities (which is

 

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typically one month or more after trade date). When purchasing securities in one of these types of transactions, payment for the securities is not required until the delivery date, however, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be delivered. When a fund has sold securities pursuant to one of these transactions, it will not participate in further gains or losses with respect to that security. At the time of delivery, the value of when-issued, delayed-delivery or forward commitment securities may be more or less than the transaction price, and the yields then available in the market may be higher or lower than those obtained in the transaction.

 

Under normal circumstances, a fund purchasing securities on a when-issued or forward commitment basis will take delivery of the securities, but a fund may, if deemed advisable, sell the securities before the settlement date. Forward contracts may settle in cash between the counterparty and a fund or by physical settlement of the underlying securities, and the fund may renegotiate or roll over a forward commitment transaction. In general, a fund does not pay for the securities, start earning interest on them, or deliver or take possession of securities until the obligations are scheduled to be settled. In such transactions, no cash changes hands on the trade date, however, if the transaction is collateralized, the exchange of margin may take place between the fund and the counterparty according to an agreed-upon schedule. A fund does, however, record the transaction and reflect the value each day of the securities in determining its NAV.

 

While awaiting settlement of the obligations purchased or sold on such basis, a fund will maintain on its records liquid assets consisting of cash, liquid high quality debt obligations or other assets equal to the amount of the commitments to purchase or sell when-issued, delayed delivery, or forward commitment securities. The availability of liquid assets for this purpose and the effect of asset segregation on a fund’s ability to meet its current obligations, to honor requests for redemption, and to otherwise manage its investment portfolio will limit the extent to which a fund may purchase when-issued or forward commitment securities.

 

Mortgage Dollar Rolls

 

Each fund (excluding the Money Market Trusts) may enter into mortgage dollar rolls. Under a mortgage dollar roll, a fund sells mortgage-backed securities for delivery in the future (generally within 30 days) and simultaneously contracts to repurchase substantially similar securities (of the same type, coupon and maturity) securities on a specified future date. During the roll period, a fund forgoes principal and interest paid on the mortgage-backed securities. A fund is compensated by the difference between the current sale price and the lower forward price for the future purchase (often referred to as the “drop”), as well as by the interest earned on the cash proceeds of the initial sale. A fund also may be compensated by receipt of a commitment fee. A fund may only enter into “covered rolls.” A covered roll is a specific type of dollar roll for which there is an offsetting cash or cash equivalent security position that matures on or before the forward settlement date of the dollar roll transaction or for which a fund maintains on its records liquid assets having an aggregate value at least equal to the amount of such commitment to repurchase. Dollar roll transactions involve the risk that the market value of the securities sold by a fund may decline below the repurchase price of those securities. A mortgage dollar roll may be considered a form of leveraging, and may, therefore, increase fluctuations in a fund’s NAV per share. Covered rolls are not treated as a borrowing or other senior security and will be excluded from the calculation of a fund’s borrowing and other senior securities. For financial reporting and tax purposes, the funds treat mortgage dollar rolls as two separate transactions; one involving the purchase of a security and a separate transaction involving a sale.

 

Illiquid Securities

 

Neither Money Market Trust may invest more than 5% of its net assets in securities that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the value ascribed to it by the fund (“illiquid securities”). No other fund may invest more than 15% of its net assets in illiquid securities. Investment in illiquid securities involves the risk that, because of the lack of consistent market demand for such securities, a fund may be forced to sell them at a discount from the last offer price.

 

Illiquid securities may include, but are not limited to: (a) securities (except for Section 4(2) Commercial Paper, discussed below) that are not eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”); (b) repurchase agreements maturing in more than seven days (except for those that can be terminated after a notice period of seven days or less); (c) IOs and POs of non-governmental issuers; (d) time deposits maturing in more than seven days; (e) federal fund loans maturing in more than seven days; (f) bank loan participation interests; (g) foreign government loan participations; (h) municipal leases and participations therein; and (i) any other securities or other investments for which a liquid secondary market does not exist.

 

Commercial paper issued in reliance on Section 4(2) of the 1933 Act (“Section 4(2) Commercial Paper”) is restricted as to its disposition under federal securities law, and generally is sold to institutional investors, such as the funds, who agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Any resale by the purchaser must be made in an exempt transaction. Section 4(2) Commercial Paper normally is resold to other institutional investors, like the funds, through or with the assistance of the issuer or investment dealers who make a market in Section 4(2) Commercial Paper, thus providing liquidity.

 

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If the Board determines, based upon a continuing review of the trading markets for specific Section 4(2) Commercial Paper or securities that are restricted as to resale but for which a ready market is available pursuant to an exemption provided by Rule 144A under the 1933 Act or other exemptions from the registration requirements of the 1933 Act, that such investments are liquid, they will not be subject to a fund’s limitation on investments in illiquid securities. The Board has adopted procedures and delegated responsibility to the Advisor regarding oversight of the subadvisor’s compliance with the daily function of determining and monitoring the liquidity of restricted securities, including Rule 144A securities and Section 4(2) Commercial Paper, as well as other investments. The Board, however, retains sufficient oversight and is ultimately responsible for such determinations. The Board carefully monitors each fund’s investments in these securities, focusing on such important factors, among others, as valuation, liquidity and availability of information. This investment practice could have the effect of increasing the level of illiquidity in a fund if qualified institutional buyers become for a time uninterested in purchasing these restricted securities.

 

Short Sales

 

A fund may make short sales of securities or maintain a short position, provided that at all times when a short position is open a fund owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for an equal amount of the securities of the same issuer as the securities sold short (a short sale “against-the-box”).

 

A fund also may sell a security it does not own in anticipation of a decline in the market value of that security (a “short sale”). To complete such a transaction, a fund must borrow the security to make delivery to the buyer. A fund is then obligated to replace the security borrowed by purchasing it at market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by a fund. Until the security is replaced, a fund is required to pay the lender any dividends or interest that accrues during the period of the loan. To borrow the security, a fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale are typically retained by the broker to meet margin requirements until the short position is closed out. Until a fund replaces a borrowed security, it will segregate with its custodian cash or other liquid assets at such a level that the amount segregated plus the amount deposited with the broker as collateral (not including proceeds from the short sale) will equal the current value of the security sold short. A fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which a fund replaced the borrowed security and theoretically the fund’s loss could be unlimited. A fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium, dividends or interest the fund may be required to pay in connection with a short sale. Short selling may amplify changes in a fund’s NAV. Short selling also may produce higher than normal portfolio turnover, which may result in increased transaction costs to a fund.

 

Investment in Other Investment Companies

 

A fund may invest in other investment companies (including shares of closed-end investment companies, unit investment trusts, open-end investment companies, investment companies exempted from registration under the 1940 Act pursuant to the Rules thereunder and other pooled vehicles) to the extent permitted by federal securities laws (including the rules, regulations and interpretations thereunder) and to the extent permitted by exemptive relief obtained from the Securities and Exchange Commission (the “SEC”) by the custodian, the Advisor, and/or the subadvisor.

 

Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the investment company-level may be reduced by the operating expenses and fees of such other investment companies, including advisory fees. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or may involve the payment of substantial premiums above the value of such investment companies’ portfolio securities when traded over-the-counter (“OTC”) or at discounts to their NAVs. Others are continuously offered at NAV, but also may be traded in the secondary market.

 

Loan Participations and Assignments

 

Loan participations are loans or other direct debt instruments that are interests in amounts owned by a corporate, governmental or other borrower to another party. They may represent amounts owed to lenders or lending syndicates to suppliers of goods or services, or to other parties. A fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing participations, a fund generally will have no right to enforce compliance by the borrower with the term of the loan agreement relating to loan, nor any rights of set-off against the borrower, and a fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, a fund will assume the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, a fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

 

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When a fund purchases assignments from lenders, it will acquire direct rights against the borrower on the loan. However, because assignments are arranged through private negotiations between potential assignees and potential assignors, the rights and obligation acquired by a fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. Investments in loan participations and assignments present the possibility that a fund could be held liable as a co-lender under emerging legal theories of lender liability. In addition, if the loan is foreclosed, a fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral. It is anticipated that such securities could be sold only to a limited number of institutional investors. In addition, some loan participations and assignments may not be rated by major rating agencies and may not be protected by the securities laws.

 

Investments in loans and loan participations will subject a fund to liquidity risk. Loans and loan participations may be transferable among financial institutions, but may not have the liquidity of conventional debt securities and are often subject to restrictions on resale, thereby making them potentially illiquid. For example, the purchase or sale of loans requires, in many cases, the consent of either a third party (such as the lead or agent bank for the loan) or the borrower, and although such consent is, in practice, infrequently withheld, the consent requirement can delay a purchase or hinder a fund’s ability to dispose of its investments in loans in a timely fashion. In addition, in some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the subadvisors believe to be a fair price.

 

Corporate loans that a fund may acquire, or in which a fund may purchase a loan participation, are made generally to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buy-outs, leverage recapitalizations and other corporate activities. The highly leveraged capital structure of the borrowers in certain of these transactions may make such loans especially vulnerable to adverse changes in economic or market conditions and greater credit risk than other investments.

 

Certain loan participations or assignments acquired by a fund may involve unfunded commitments of the lenders or revolving credit facilities under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, a fund would have an obligation to advance its portion of such additional borrowings upon the terms specified in the loan documentation. Such an obligation may have the effect of requiring a fund to increase its investment in a company at a time when it might not be desirable to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid).

 

The borrower of a loan in which a fund holds an interest (including through a loan participation) may, either at its own election or pursuant to the terms of the loan documentation, prepay amounts of the loan from time to time. The degree to which borrowers prepay loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower and competitive conditions among lenders, among other things. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which a fund derives interest income will be reduced. The effect of prepayments on a fund’s performance may be mitigated by the receipt of prepayment fees, and a fund’s ability to reinvest prepayments in other loans that have similar or identical yields. However, there is no assurance that a fund will be able to reinvest the proceeds of any loan prepayment at the same interest rate or on the same terms as those of the prepaid loan.

 

A fund may invest in loans that pay interest at fixed rates and loans that pay interest at rates that float or reset periodically at a margin above a generally recognized base lending rate such as the Prime Rate (the interest rate that banks charge their most creditworthy customers), LIBOR or another generally recognized base lending rate. Most floating rate loans are senior in rank in the event of bankruptcy to most other securities of the borrower such as common stock or public bonds. In addition, floating rate loans also are normally secured by specific collateral or assets of the borrower so that the holders of the loans will have a priority claim on those assets in the event of default or bankruptcy of the issuer. While the seniority in rank and the security interest are helpful in reducing credit risk, such risk is not eliminated. Securities with floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest rates in general, or if interest rates decline. While, because of this interest rate reset feature, loans with resetting interest rates provide a considerable degree of protection against rising interest rates, there is still potential for interest rates on such loans to lag changes in interest rates in general for some period of time. In addition, changes in interest rates will affect the amount of interest income paid to a fund as the floating rate instruments adjust to the new levels of interest rates. In a rising base rate environment, income generation generally will increase. Conversely, during periods when the base rate is declining, the income generating ability of the loan instruments will be adversely affected.

 

Investments in many loans have additional risks that result from the use of agents and other interposed financial institutions. Many loans are structured and administered by a financial institution (e.g., a commercial bank) that acts as the agent of the lending syndicate. The agent typically administers and enforces the loan on behalf of the other lenders in the lending syndicate. In addition, an institution, typically but not always the agent, holds the collateral, if any, on behalf of the lenders. A financial institution’s employment as an agent might be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent would generally be appointed to replace the terminated agent, and assets held by the agent under the loan agreement

 

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would likely remain available to holders of such indebtedness. However, if assets held by the agent for the benefit of a fund were determined to be subject to the claims of the agent’s general creditors, a fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g., an insurance company or government agency) similar risks may arise.

 

Index-Related Securities (“Equity Equivalents”)

 

A fund may invest in certain types of securities that enable investors to purchase or sell shares in a basket of securities that seeks to track the performance of an underlying index or a portion of an index. Such Equity Equivalents include, among others, DIAMONDS (interests in a basket of securities that seeks to track the performance of the Dow Jones Industrial Average), SPDRs or S&P Depositary Receipts (an exchange-traded fund that tracks the S&P 500 Index). Such securities are similar to index mutual funds, but they are traded on various stock exchanges or secondary markets. The value of these securities is dependent upon the performance of the underlying index on which they are based. Thus, these securities are subject to the same risks as their underlying indices as well as the securities that make up those indices. For example, if the securities comprising an index that an index-related security seeks to track perform poorly, the index-related security will lose value.

 

Equity Equivalents may be used for several purposes, including to simulate full investment in the underlying index while retaining a cash balance for portfolio management purposes, to facilitate trading, to reduce transaction costs or to seek higher investment returns where an Equity Equivalent is priced more attractively than securities in the underlying index. Because the expense associated with an investment in Equity Equivalents may be substantially lower than the expense of small investments directly in the securities comprising the indices they seek to track, investments in Equity Equivalents may provide a cost-effective means of diversifying a fund’s assets across a broad range of securities.

 

To the extent a fund invests in securities of other investment companies, including Equity Equivalents, fund shareholders would indirectly pay a portion of the operating costs of such companies in addition to the expenses of its own operations. These costs include management, brokerage, shareholder servicing and other operational expenses. Indirectly, if a fund invests in Equity Equivalents, shareholders may pay higher operational costs than if they owned the underlying investment companies directly. Additionally, a fund’s investments in such investment companies are subject to limitations under the 1940 Act and market availability.

 

The prices of Equity Equivalents are derived and based upon the securities held by the particular investment company. Accordingly, the level of risk involved in the purchase or sale of an Equity Equivalent is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for such instruments is based on a basket of stocks. The market prices of Equity Equivalents are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and the supply and demand for the instruments on the exchanges on which they are traded. Substantial market or other disruptions affecting Equity Equivalents could adversely affect the liquidity and value of the shares of a fund.

 

Fixed-Income Securities

 

Investment grade bonds are rated at the time of purchase in the four highest rating categories, such as those rated “Aaa,” “Aa,” “A” and “Baa” by Moody’s or “AAA,” “AA,” “A” and “BBB” by S&P or Fitch, as applicable. Obligations rated in the lowest of the top four rating categories (such as “Baa” by Moody’s or “BBB” by S&P or Fitch, as applicable) may have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments, including a greater possibility of default or bankruptcy of the issuer, than is the case with higher grade bonds. Subsequent to its purchase, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by a fund. In addition, it is possible that Moody’s, S&P, Fitch and other NRSROs, as applicable, might not timely change their ratings of a particular issue to reflect subsequent events. None of these events will require the sale of the securities by a fund, although the subadvisor will consider these events in determining whether it should continue to hold the securities.

 

In general, the ratings of Moody’s, S&P and Fitch represent the opinions of these agencies as to the quality of the securities that they rate. It should be emphasized however, that ratings are relative and subjective and are not absolute standards of quality. These rating will be used by a fund as initial criteria for the selection of portfolio securities. Among the factors that will be considered are the long-term ability of the issuer to pay principal and interest and general economic trends. Appendix A contains further information concerning the ratings of Moody’s, S&P and Fitch and their significance.

 

Standby Commitment Agreements

 

Standby commitment agreements are agreements that obligate a party, for a set period of time, to buy a certain amount of a security that may be issued and sold at the option of the issuer. The price of a security purchased pursuant to a standby commitment agreement is set at the time of the agreement. In return for its promise to purchase the security, a fund receives a commitment fee based upon a

 

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percentage of the purchase price of the security. The fund receives this fee whether or not it is ultimately required to purchase the security. There is no guarantee that the securities subject to a standby commitment agreement will be issued or, if such securities are issued, the value of the securities on the date of issuance may be more or less than the purchase price. A fund will limit its investments in standby commitment agreements with remaining terms exceeding seven days pursuant to the limitation on investments in illiquid securities. A fund will record the purchase of a standby commitment agreement, and will reflect the value of the security in the fund’s net asset value, on the date on which the security can reasonably be expected to be issued.

 

Trade Claims

 

The funds may purchase trade claims and similar obligations or claims against companies in bankruptcy proceedings. Trade claims are non-securitized rights of payment arising from obligations that typically arise when vendors and suppliers extend credit to a company by offering payment terms for products and services. If the company files for bankruptcy, payments on these trade claims stop and the claims are subject to compromise along with the other debts of the company. Trade claims may be purchased directly from the creditor or through brokers. There is no guarantee that a debtor will ever be able to satisfy its trade claim obligations. Trade claims are subject to the risks associated with low-quality obligations.

 

Market Capitalization Weighted Approach

 

The investment strategy of each of International Small Company Trust, Emerging Markets Value Trust and Small Cap Opportunities Trust involves market capitalization weighting in determining individual security weights and, where applicable, country or region weights. Market capitalization weighting means each security is generally purchased based on the issuer’s relative market capitalization. Market capitalization weighting will be adjusted by the subadvisor, for a variety of factors. A fund may deviate from market capitalization weighting to limit or fix the exposure to a particular country or issuer to a maximum portion of the assets of the fund. Additionally, the subadvisor may consider such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors determined to be appropriate by the subadvisor given market conditions. In assessing profitability, the subadvisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The subadvisor may exclude a security of a company that meets applicable market capitalization criterion if it determines that the purchase of such security is inappropriate in light of other conditions. These adjustments will result in a deviation from traditional market capitalization weighting.

 

Adjustment for free float adjusts market capitalization weighting to exclude the share capital of a company that is not freely available for trading in the public equity markets. For example, the following types of shares may be excluded: (i) those held by strategic investors (such as governments, controlling shareholders and management); (ii) treasury shares; or (iii) shares subject to foreign ownership restrictions.

 

Deviation from market capitalization weighting also will occur because the subadvisor generally intends to purchase in round lots. Furthermore, the subadvisor may reduce the relative amount of any security held in order to retain sufficient portfolio liquidity. A portion, but generally not in excess of 20% of a fund’s assets, may be invested in interest bearing obligations, such as money market instruments, thereby causing further deviation from market capitalization weighting.

 

Block purchases of eligible securities may be made at opportune prices, even though such purchases exceed the number of shares that, at the time of purchase, would be purchased under a market capitalization weighted approach. Changes in the composition and relative ranking (in terms of market capitalization) of the stocks that are eligible for purchase take place with every trade when the securities markets are open for trading due, primarily, to price fluctuations of such securities. On at least a semi-annual basis, the subadvisor will prepare a list of companies whose stock is eligible for investment by the fund. Additional investments generally will not be made in securities that have changed in value sufficiently to be excluded from the subadvisor’s then current market capitalization requirement for eligible portfolio securities. This may result in further deviation from market capitalization weighting. This deviation could be substantial if a significant amount of holdings of a fund change in value sufficiently to be excluded from the requirement for eligible securities, but not by a sufficient amount to warrant their sale.

 

Country weights may be based on the total market capitalization of companies within each country. The calculation of country market capitalization may take into consideration the free float of companies within a country or whether these companies are eligible to be purchased for the particular strategy. In addition, to maintain a satisfactory level of diversification, the subadvisor may limit or adjust the exposure to a particular country or region to a maximum proportion of the assets of that vehicle. Country weights also may deviate from target weights due to general day-to-day trading patterns and price movements. As a result, the weighting of countries will likely vary from their weighting in published international indices.

 

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Interfund Lending

 

Pursuant to an exemptive order issued by the SEC, a fund may lend money to, and borrow money from, other funds advised by the Advisor, or any other investment advisor under common control with the Advisor. A fund will borrow through the program only when the costs are equal to or lower than the cost of bank loans, and will lend through the program only when the returns are higher than those available from an investment in overnight repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day’s notice. A fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

 

RISK FACTORS

 

The risks of investing in certain types of securities are described below. The value of an individual security or a particular type of security can be more volatile than the market as a whole and can perform differently than the value of the market as a whole. As described in the Prospectus, by owning shares of the underlying funds, each fund of funds indirectly invests in the securities and instruments held by the underlying funds and bears the same risks as the underlying funds in which it invests. To the extent a fund of fund invests in securities or instruments directly, the fund of funds will be subject to the same risks.

 

Non-Diversification

 

Certain of the funds are non-diversified.

 

Definition of Non-Diversification. A fund that is non-diversified is not limited as to the percentage of its assets that may be invested in any one issuer, or as to the percentage of the outstanding voting securities of such issuer that may be owned, except by the fund’s own investment restrictions. In contrast, a diversified fund, as to at least 75% of the value of its total assets, generally may not invest, except with respect to government securities and securities of other investment companies, more than five percent of its total assets in the securities, or own more than ten percent of the outstanding voting securities, of any one issuer. In determining the issuer of a municipal security, each state, each political subdivision, agency, and instrumentality of each state and each multi-state agency of which such state is a member is considered a separate issuer. In the event that securities are backed only by assets and revenues of a particular instrumentality, facility or subdivision, such entity is considered the issuer.

 

A fund that is non-diversified may invest a high percentage of its assets in the securities of a small number of issuers, may invest more of its assets in the securities of a single issuer, and may be affected more than a diversified fund by a change in the financial condition of any of these issuers or by the financial markets’ assessment of any of these issuers.

 

Collateralized Debt Obligations

The risks of an investment in a CDO depend largely on the quality of the collateral securities and the class of the instrument in which a fund invests. Normally, CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by a fund as illiquid; however an active dealer market may exist for CDOs, allowing them to qualify for treatment as liquid under Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this SAI and the Prospectuses (e.g., interest rate risk and default risk), CDOs carry risks including, but are not limited to the possibility that: (i) distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) a fund may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the CDO may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

 

Cybersecurity Risk

Cybersecurity breaches are either intentional or unintentional events that allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause a fund or fund service provider to suffer data corruption or lose operational functionality. Intentional cybersecurity incidents include: unauthorized access to systems, networks, or devices (such as through “hacking” activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information.

 

A cybersecurity breach could result in the loss or theft of customer data or funds, the inability to access electronic systems (“denial of services”), loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs, any of which could have a substantial impact on a fund. For example, in a denial of service, fund shareholders could lose access to their electronic accounts indefinitely, and employees of the Advisor, a subadvisor, or the funds’ other service providers may not be able to access electronic systems to perform critical duties for the funds, such as trading, NAV

 

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calculation, shareholder accounting, or fulfilment of fund share purchases and redemptions. Cybersecurity incidents could cause a fund, the Advisor, a subadvisor, or other service provider to incur regulatory penalties, reputational damage, compliance costs associated with corrective measures, or financial loss. They may also result in violations of applicable privacy and other laws. In addition, such incidents could affect issuers in which a fund invests, thereby causing the fund’s investments to lose value.

 

The Advisor, each subadvisor, and their affiliates have established risk management systems that seek to reduce cybersecurity risks, and business continuity plans in the event of a cybersecurity breach. However, there are inherent limitations in such plans, including that certain risks have not been identified, and there is no guarantee that such efforts will succeed, especially since neither the Advisor nor any of the subadvisors controls the cybersecurity systems of the funds’ third-party service providers (including the funds’ custodian), or those of the issuers of securities in which the funds invest.

 

Equity Securities

 

Equity securities include common, preferred and convertible preferred stocks and securities the values of which are tied to the price of stocks, such as rights, warrants and convertible debt securities. Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate and can decline and reduce the value of a fund investing in equities. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions. The value of equity securities purchased by a fund could decline if the financial condition of the companies invested in decline or if overall market and economic conditions deteriorate. Even funds that invest in high quality or “blue chip” equity securities or securities of established companies with large market capitalizations (which generally have strong financial characteristics) can be negatively impacted by poor overall market and economic conditions. Companies with large market capitalizations also may have less growth potential than smaller companies and may be able to react less quickly to change in the marketplace.

 

Investments in the stocks of privately held companies and newly public companies involve greater risks than investments in stocks of companies that have traded publicly on an exchange for extended time periods. Investments in such companies are less liquid and difficult to value, and there is significantly less information available about these companies’ business models, quality of management, earnings growth potential, and other criteria used to evaluate their investment prospects.

 

Master Limited Partnerships

 

Master limited partnerships are limited partnerships in which ownership interests are publicly traded. Master limited partnerships typically own interests in properties or businesses related to the oil and gas industries, although they may own other types of investments. Investments in master limited partnerships are subject to similar risks to those associated with the specific industry or industry in which the partnership invests, such as the risk of investing in the real estate or oil and gas industries. In addition, investments in master limited partnerships are subject to the risks of investing in a partnership, including limited control and voting rights on matters affecting the partnership and fewer investor protections compared to corporations.

 

Bank Capital Securities

 

Bank capital securities are issued by banks to help fulfill their regulatory capital requirements. Bank capital securities are issued by banks to help fulfill their regulatory capital requirements. There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities often take the form of trust preferred securities. Tier II securities are commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and, under certain conditions, allow for the issuer bank to withhold payment of interest until a later date.

 

Trust Preferred Securities

 

The funds may invest in trust preferred securities. Trust preferred securities have the characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are issued by a trust that is wholly-owned by a financial institution or other corporate entity, typically a bank holding company. The financial institution creates the trust and owns the trust’s common securities. The trust uses the sale proceeds of its common securities to purchase subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the holders of the trust preferred securities. The primary advantage of this structure is that the trust preferred securities are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.

 

Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no

 

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voting rights with respect to the financial institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may be issued in reliance on Rule 144A under the 1933 Act and subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as a fund, to sell their holdings. The condition of the financial institution is looked at to identify the risks of the trust preferred securities as the trust typically has no business operations other than to issue the trust preferred securities. If the financial institution defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of its securities, such as a fund.

 

Fixed-Income Securities

 

Fixed-income securities generally are subject to two principal types of risks: (a) interest rate risk; and (b) credit quality risk. Fixed-income securities are also subject to liquidity risk.

 

Interest Rate Risk. Fixed-income securities are affected by changes in interest rates. When interest rates decline, the market value of the fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the market value of fixed-income securities generally can be expected to decline.

 

Credit Quality Risk. Fixed-income securities are subject to the risk that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments. If the credit quality of a fixed-income security deteriorates after a fund has purchased the security, the market value of the security may decrease and lead to a decrease in the value of the fund’s investments. Funds that may invest in lower rated fixed-income securities are riskier than funds that may invest in higher rated fixed-income securities.

 

Liquidity Risk. Liquidity risk may result from the lack of an active market, the reduced number of traditional market participants, or the reduced capacity of traditional market participants to make a market in fixed-income securities. The capacity of traditional dealers to engage in fixed-income trading has not kept pace with the bond market’s growth. As a result, dealer inventories of corporate bonds, which indicate the ability to “make markets,” i.e., buy or sell a security at the quoted bid and ask price, respectively, are at or near historic lows relative to market size. Because market makers provide stability to fixed-income markets, the significant reduction in dealer inventories could lead to decreased liquidity and increased volatility, which may become exacerbated during periods of economic or political stress. In addition, liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed-income mutual funds may be higher than normal; the selling of fixed-income securities to satisfy fund shareholder redemptions may result in an increased supply of such securities during periods of reduced investor demand due to a lack of buyers, thereby impairing the fund’s ability to sell such securities. The secondary market for certain tax-exempt securities tends to be less well-developed or liquid than many other securities markets, which may adversely affect the fund's ability to sell such securities at attractive prices.

 

Hybrid Instruments

 

The risks of investing in hybrid instruments are a combination of the risks of investing in securities, options, futures and currencies. Therefore, an investment in a hybrid instrument may include significant risks not associated with a similar investment in a traditional debt instrument with a fixed principal amount, that is denominated in U.S. dollars, or that bears interest either at a fixed rate or a floating rate determined by reference to a common, nationally published benchmark. The risks of a particular hybrid instrument will depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the benchmarks or the prices of underlying assets to which the instrument is linked. These risks generally depend upon factors unrelated to the operations or credit quality of the issuer of the hybrid instrument and that may not be readily foreseen by the purchaser. Such factors include economic and political events, the supply and demand for the underlying assets, and interest rate movements. In recent years, various benchmarks and prices for underlying assets have been highly volatile, and such volatility may be expected in the future. See “Hedging and Other Strategic Transactions” for a description of certain risks associated with investments in futures, options, and forward contracts.

 

Volatility. Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark or underlying asset may not move in the same direction or at the same time.

 

Leverage Risk. Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, Hybrid instruments may bear interest at above market rates, but bear an increased risk of principal loss (or gain). For example, an increased risk of principal loss (or gain) may result if “leverage” is used to structure a hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a change in a Benchmark or underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss, as well as the potential for gain.

 

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Liquidity Risk. Hybrid instruments also may carry liquidity risk since the instruments are often “customized” to meet the needs of a particular investor. Therefore, the number of investors that would be willing and able to buy such instruments in the secondary market may be smaller than for more traditional debt securities. In addition, because the purchase and sale of hybrid instruments could take place in an OTC market without the guarantee of a central clearing organization or in a transaction between a fund and the issuer of the hybrid instrument, the creditworthiness of the counterparty or issuer of the hybrid instrument would be an additional risk factor, which a fund would have to consider and monitor.

 

Lack of U.S. Regulation. Hybrid instruments may not be subject to regulation of the CFTC, which generally regulates the trading of commodity futures by U.S. persons, the SEC, which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority.

 

Credit and Counterparty Risk. The issuer or guarantor of a hybrid instrument may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations. Funds that invest in hybrid instruments are subject to varying degrees of risk that the issuers of the securities will have their credit rating downgraded or will default, potentially reducing a fund’s share price and income level.

 

The various risks discussed above with respect to hybrid instruments, particularly the market risk of such instruments, may cause significant fluctuations in the NAV of a fund that invests in such instruments.

 

Investment Grade Fixed-Income Securities in the Lowest Rating Category

 

Investment grade fixed-income securities in the lowest rating category (i.e., rated “Baa” by Moody’s or “BBB” by S&P or Fitch, as applicable, and comparable unrated securities) involve a higher degree of risk than fixed-income securities in the higher rating categories.

 

While such securities are considered investment grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade securities.

 

Lower Rated Fixed-Income Securities

 

Lower rated fixed-income securities are defined as securities rated below investment grade (e.g., rated “Ba” and below by Moody’s, or “BB” and below by S&P or Fitch). The principal risks of investing in these securities are as follows:

 

Risk to Principal and Income. Investing in lower rated fixed-income securities is considered speculative. While these securities generally provide greater income potential than investments in higher rated securities, there is a greater risk that principal and interest payments will not be made. Issuers of these securities may even go into default or become bankrupt.

 

Price Volatility. The price of lower rated fixed-income securities may be more volatile than securities in the higher rating categories. This volatility may increase during periods of economic uncertainty or change. The price of these securities is affected more than higher rated fixed-income securities by the market’s perception of their credit quality especially during times of adverse publicity. In the past, economic downturns or an increase in interest rates have, at times, caused more defaults by issuers of these securities and may do so in the future. Economic downturns and increases in interest rates have an even greater effect on highly leveraged issuers of these securities.

 

Liquidity. The market for lower rated fixed-income securities may have more limited trading than the market for investment grade fixed-income securities. Therefore, it may be more difficult to sell these securities and these securities may have to be sold at prices below their market value in order to meet redemption requests or to respond to changes in market conditions.

 

Dependence on Subadviser’s Own Credit Analysis. While a subadvisor to a fund may rely on ratings by established credit rating agencies, it will also supplement such ratings with its own independent review of the credit quality of the issuer. Therefore, the assessment of the credit risk of lower rated fixed-income securities is more dependent on the subadvisor’s evaluation than the assessment of the credit risk of higher rated securities.

 

Additional Risks Regarding Lower Rated Corporate Fixed-Income Securities. Lower rated corporate debt securities (and comparable unrated securities) tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated corporate fixed-income securities.

 

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Issuers of lower rated corporate debt securities also may be highly leveraged, increasing the risk that principal and income will not be repaid.

 

Additional Risks Regarding Lower Rated Foreign Government Fixed-Income Securities. Lower rated foreign government fixed-income securities are subject to the risks of investing in emerging market countries described under “Foreign Securities.” In addition, the ability and willingness of a foreign government to make payments on debt when due may be affected by the prevailing economic and political conditions within the country. Emerging market countries may experience high inflation, interest rates and unemployment as well as exchange rate trade difficulties and political uncertainty or instability. These factors increase the risk that a foreign government will not make payments when due.

 

Market Events

 

Events in the financial sector have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. These events have included, but are not limited to, the U.S. government’s placement of Fannie Mae and Freddie Mac under conservatorship (see “Investment Policies - U.S. Government and Government Agency Obligations - U.S. Instrumentality Obligations”), the bankruptcy filings of Lehman Brothers, Chrysler and General Motors, the sale of Merrill Lynch to Bank of America, the U.S. government support of American International Group and Citigroup, the sale of Wachovia to Wells Fargo, reports of credit and liquidity issues involving certain money market mutual funds, emergency measures by the U.S. and foreign governments banning short-selling, measures to address U.S. federal and state budget deficits, debt crises in the eurozone, and S&P’s downgrade of U.S. long-term sovereign debt. Both domestic and foreign equity markets have been experiencing increased volatility and turmoil, with issuers that have exposure to the real estate, mortgage and credit markets particularly affected, and it is uncertain whether or for how long these conditions will continue.

 

In addition to financial market volatility, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide. The conclusion of the U.S. Federal Reserve’s quantitative easing stimulus program and/or increases in the level of short-term interest rates could cause fixed-income markets to experience continuing high volatility, which could negatively impact the fund’s performance. This reduced liquidity may result in less money being available to purchase raw materials, goods, and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in emerging-market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their securities prices. These events and the possible resulting market volatility may have an adverse effect on the funds.

 

Political turmoil within the United States and abroad may also impact the funds. Although the U.S. government has honored its credit obligations, it remains possible that the U.S. could default on its obligations. While it is impossible to predict the consequences of such an unprecedented event, it is likely that a default by the U.S. would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of the funds’ investments. Similarly, political events within the U.S. at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. Uncertainty surrounding the sovereign debt of a number of European Union countries and the viability of the European Union has disrupted and may continue to disrupt markets in the U.S. and around the world. If one or more countries leave the European Union or the European Union dissolves, the world’s securities markets likely will be significantly disrupted. Political and military events overseas, including the military crises in Ukraine and the Middle East, and nationalist unrest in Europe also may cause market disruptions.

 

Small and Medium Size Companies

 

Survival of Small or Unseasoned Companies. Companies that are small or unseasoned (i.e., less than three years of operating history) are more likely than larger or established companies to fail or not to accomplish their goals. As a result, the value of their securities could decline significantly. These companies are less likely to survive since they are often dependent upon a small number of products and may have limited financial resources and a small management group.

 

Changes in Earnings and Business Prospects. Small or unseasoned companies often have a greater degree of change in earnings and business prospects than larger or established companies, resulting in more volatility in the price of their securities.

 

Liquidity. The securities of small or unseasoned companies may have limited marketability. This factor could cause the value of a fund’s investments to decrease if it needs to sell such securities when there are few interested buyers.

 

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Impact of Buying or Selling Shares. Small or unseasoned companies usually have fewer outstanding shares than larger or established companies. Therefore, it may be more difficult to buy or sell large amounts of these shares without unfavorably impacting the price of the security.

 

Publicly Available Information. There may be less publicly available information about small or unseasoned companies. Therefore, when making a decision to purchase a security for a fund, a subadvisor may not be aware of problems associated with the company issuing the security.

 

Medium Size Companies. Investments in the securities of medium sized companies present risks similar to those associated with small or unseasoned companies although to a lesser degree due to the larger size of the companies.

 

Foreign Securities

 

Currency Fluctuations. Investments in foreign securities may cause a fund to lose money when converting investments from foreign currencies into U.S. dollars. A fund may be authorized to attempt to lock in an exchange rate by purchasing a foreign currency exchange contract prior to the settlement of an investment in a foreign security. However, it may not always be successful in doing so, and it could still lose money.

 

Political and Economic Conditions. Investments in foreign securities subject a fund to the political or economic conditions of the foreign country. These conditions could cause a fund’s investments to lose value if these conditions deteriorate for any reason. This risk increases in the case of emerging market countries, which are more likely to be more politically unstable. Political instability could cause the value of any investment in the securities of an issuer based in a foreign country to decrease or could prevent or delay a fund from selling its investment and taking the money out of the country.

 

Removal of Proceeds of Investments from a Foreign Country. Foreign countries, especially emerging market countries, often have currency controls or restrictions which may prevent or delay a fund from taking money out of the country or may impose additional taxes on money removed from the country. Therefore, a fund could lose money if it is not permitted to remove capital from the country or if there is a delay in taking the assets out of the country, since the value of the assets could decline during this period or the exchange rate to convert the assets into U.S. dollars could worsen.

 

Nationalization of Assets. Investments in foreign securities subject a fund to the risk that the company issuing the security may be nationalized. If the company is nationalized, the value of the company’s securities could decrease in value or even become worthless.

 

Settlement of Sales. Foreign countries, especially emerging market countries, also may have problems associated with settlement of sales. Such problems could cause a fund to suffer a loss if a security to be sold declines in value while settlement of the sale is delayed.

 

Investor Protection Standards. Foreign countries, especially emerging market countries, may have less stringent investor protection and disclosure standards than the U.S. Therefore, when making a decision to purchase a security for a fund, a subadvisor may not be aware of problems associated with the company issuing the security and may not enjoy the same legal rights as those provided in the U.S.

 

European Risk

 

Countries in Europe may be significantly affected by fiscal and monetary controls implemented by the European Union (“EU”) and European Economic and Monetary Union (“EMU”), which require member countries to comply with restrictions on inflation rates, deficits, interest rates, debt levels and fiscal and monetary controls. Decreasing imports or exports, changes in governmental or other regulations on trade, changes in the exchange rate of the Euro, the default or threat of default by one or more EU member countries on its sovereign debt, and/or an economic recession in one or more EU member countries may have a significant adverse effect on the economies of other EU member countries and major trading partners outside Europe.

 

In recent years, the European financial markets have experienced volatility and adverse trends due to concerns about economic downturns, rising government debt levels and the possible default of government debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain. Several countries, including Greece and Italy, have agreed to multi-year bailout loans from the European Central Bank, the IMF, and other institutions. A default or debt restructuring by any European country, such as the restructuring of Greece’s outstanding sovereign debt, can adversely impact holders of that country’s debt and sellers of credit default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed above, and can affect exposures to other EU countries and their financial companies as well. The manner in which the EU and EMU responded to the global recession and sovereign debt issues raised questions about their ability to react quickly to rising borrowing costs and the potential

 

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default by Greece and other countries of their sovereign debt and revealed a lack of cohesion in dealing with the fiscal problems of member states. To address budget deficits and public debt concerns, a number of European countries have imposed strict austerity measures and comprehensive financial and labor market reforms, which could increase political or social instability. Many European countries continue to suffer from high unemployment rates.

 

Investing in the securities of Eastern European issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe. Securities markets of Eastern European countries typically are less efficient and have lower trading volume, lower liquidity, and higher volatility than more developed markets. Eastern European economies also may be particularly susceptible to the international credit market due to their reliance on bank related inflows of capital.

 

A fund that invests in European securities may be exposed to these risks through its direct investments in such securities, including sovereign debt, or indirectly through investments in money market funds and financial institutions with significant investments in such securities.

 

Greater China Region Risk

 

Investments in the Greater China region are subject to special risks, such as less developed or less efficient trading markets, restrictions on monetary repatriation and possible seizure, nationalization or expropriation of assets. Investments in Taiwan could be adversely affected by its political and economic relationship with China. In addition, the willingness of the Chinese government to support the Chinese and Hong Kong economies and markets is uncertain, and changes in government policy could significantly affect the markets in both Hong Kong and China. A small number of companies and industries represent a large portion of the Greater China market as a whole. Consequently, a fund may experience greater price volatility and significantly lower liquidity than a portfolio invested solely in equity securities of U.S. issuers. These companies and industries also may be subject to greater sensitivity to adverse political, economic or regulatory developments generally affecting the market (see “Risk Factors – Foreign Securities”).

 

Multinational Companies Risk

 

A fund that invests primarily in the securities of companies with foreign business operations, such as U.S. Global Leaders Growth Fund, may be riskier than funds that focus on companies with primarily U.S. operations. Multinational companies may face certain political and economic risks, such as foreign controls over currency exchange; restrictions on monetary repatriation; possible seizure, nationalization or expropriation of assets; and political, economic or social instability. These risks are greater for companies with significant operations in developing countries.

 

Russian Securities Risk

 

The United States and the EU have imposed economic sanctions against companies in certain sectors of the Russian economy, including, but not limited to: financial services, energy, metals and mining, engineering, and defense and defense-related materials. These sanctions could impair the ability of a fund that invests in Russian issuers to continue to invest in such issuers. For example, the fund may be prohibited from investing in securities issued by companies subject to such sanctions. In addition, retaliatory measures by the Russian government in response to such sanctions may result in a freeze of Russian assets held by the fund, thereby prohibiting the fund from selling or otherwise transacting in these investments. In such circumstances, the fund might be forced to liquidate non-restricted assets in order to satisfy shareholder redemptions. Such liquidation of fund assets might also result in the fund receiving substantially lower prices for its portfolio securities.

 

Natural Disasters and Adverse Weather Conditions

 

Certain areas of the world historically have been prone to major natural disasters, such as hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, and have been economically sensitive to environmental events. Such disasters, and the resulting damage, could have a severe and negative impact on a fund’s investment portfolio and, in the longer term, could impair the ability of issuers in which a fund invests to conduct their businesses in the manner normally conducted. Adverse weather conditions also may have a particularly significant negative effect on issuers in the agricultural sector and on insurance companies that insure against the impact of natural disasters.

 

Gaming-Tribal Authority Investments

 

The value of a fund’s investments in securities issued by gaming companies, including gaming facilities operated by Native American tribal authorities, is subject to legislative or regulatory changes, adverse market conditions, and/or increased competition affecting the gaming sector. Securities of gaming companies may be considered speculative, and generally exhibit greater volatility than the overall market. The market value of gaming company securities may fluctuate widely due to unpredictable earnings, due in part to changing

 

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consumer tastes and intense competition, strong reaction to technological developments, and the threat of increased government regulation.

 

Securities issued by Indian tribal authorities are subject to particular risks. Indian tribes enjoy sovereign immunity, which is the legal privilege by which the United States federal, state, and tribal governments cannot be sued without their consent. In order to sue an Indian tribe (or an agency or instrumentality thereof), the tribe must have effectively waived its sovereign immunity with respect to the matter in dispute. Certain Native American tribal authorities have agreed to waive their sovereign immunity in connection with their outstanding debt obligations. Generally, waivers of sovereign immunity have been held to be enforceable against Indian tribes. Nevertheless, if a waiver of sovereign immunity is held to be ineffective, claimants, including investors in Indian tribal authority securities (such as a fund), could be precluded from judicially enforcing their rights and remedies.

 

Further, in most commercial disputes with Indian tribes, it may be difficult or impossible to obtain federal court jurisdiction. A commercial dispute may not present a federal question, and an Indian tribe may not be considered a citizen of any state for purposes of establishing diversity jurisdiction. The U.S. Supreme Court has held that jurisdiction in a tribal court must be exhausted before any dispute can be heard in an appropriate federal court. In cases where the jurisdiction of the tribal forum is disputed, the tribal court first must rule as to the limits of its own jurisdiction. Such jurisdictional issues, as well as the general view that Indian tribes are not considered to be subject to ordinary bankruptcy proceedings, may be disadvantageous to holders of obligations issued by Indian tribal authorities, including a fund.

 

Investment Company Securities

 

The total return on investments in securities of other investment companies will be reduced by the operating expenses and fees of such other investment companies, including advisory fees. Investments in closed-end funds may involve the payment of substantial premiums above the value of such investment companies’ portfolio securities.

 

Risk Factors Relating to Fund of Fund Investments in Underlying Funds

 

As permitted by Section 12 of the 1940 Act, the investments of the Portfolios may include shares of other John Hancock funds (“Underlying JH Funds”), and the Portfolios may reallocate or rebalance assets among the Underlying JH Funds (collectively, “Rebalancings”). The following discussion provides information on the risks related to Rebalancings, which risks are applicable to the Underlying JH Funds undergoing Rebalancings, as well as to those Portfolios that hold Underlying JH Funds undergoing Rebalancings.

 

From time to time, one or more of the Underlying JH Funds may experience relatively large redemptions or investments due to Rebalancings, as effected by the Portfolios’ subadvisors, John Hancock Asset Management a division of Manulife Asset Management (North America) Limited and/or John Hancock Asset Management (the “John Hancock Subadvisors”). Shareholders should note that Rebalancings may adversely affect the Underlying JH Funds. The Underlying JH Funds subject to redemptions by a Portfolio may find it necessary to sell securities, and the Underlying JH Funds that receive additional cash from a Portfolio will find it necessary to invest the cash. The impact of Rebalancings is likely to be greater when a Portfolio owns, redeems, or invests in, a substantial portion of an Underlying JH Fund. Rebalancings could adversely affect the performance of one or more Underlying JH Funds and, therefore, the performance of one or more Portfolios.

 

Possible adverse effects of Rebalancings on the Underlying JH Funds include:

 

1. The Underlying JH Funds could be required to sell securities or to invest cash, at times when they may not otherwise desire to do so.

 

2. Rebalancings may increase brokerage and/or other transaction costs of the Underlying JH Funds.

 

3. When a Portfolio owns a substantial portion of an Underlying JH Fund, a large redemption by the Portfolio could cause that Underlying JH Fund’s expenses to increase and could result in its portfolio becoming too small to be economically viable.

 

4. Rebalancings could accelerate the realization of taxable capital gains in Underlying JH Funds subject to large redemptions if sales of securities results in capital gains.

 

The Portfolios and the Underlying JH Funds are managed by the Advisor. One or both of the John Hancock Subadvisors, which are affiliates of the Advisor, are the subadvisors to the Portfolios and to certain Underlying JH Funds. Shareholders should note that the Advisor has the responsibility to oversee and monitor both the Portfolios and the Underlying JH Funds, and the John Hancock Subadvisors have the responsibility to subadvise both the Portfolios and the Underlying JH Funds for which they serve as subadvisors.

 

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The Advisor and the John Hancock Subadvisors will monitor the impact of Rebalancings on the Underlying JH Funds and attempt to minimize any adverse effect of the Rebalancings on the Underlying JH Funds, consistent with pursuing the investment objectives of the Portfolios and the Underlying JH Funds. However, there is no guarantee that the Advisor and the John Hancock Subadvisors will be successful in doing so.

 

Shareholders should note that the Advisor and the John Hancock Subadvisors may have an incentive to employ Portfolio assets to advance Manulife Financial’s interests or the interests of an Underlying JH Fund. For example, the Advisor and the John Hancock Subadvisors may have an incentive to select Underlying JH Funds that are more profitable to Manulife Financial. The Advisor, the John Hancock Subadvisors, or their affiliates may determine that the allocation of additional assets to a particular Underlying JH Fund may be beneficial to the Underlying JH Fund to offset redemptions, to increase the Underlying JH Fund’s total assets, or for other reasons. The investment of Portfolio assets in a recently created Underlying JH Fund may provide seed capital to the Underlying JH Fund that might otherwise be provided by a Manulife Financial affiliate.

 

As discussed above, the Portfolios periodically reallocate their investments among underlying investments. In an effort to be fully invested at all times and also to avoid temporary periods of under-investment, an Underlying JH Fund may buy securities and other instruments in anticipation of or with knowledge of future purchases of Underlying JH Fund shares resulting from a reallocation of assets by the Portfolios to the Underlying JH Fund. Until such purchases of Underlying JH Fund shares by a Portfolio settle (normally between one and three days), the Underlying JH Fund may have investment exposure in excess of its net assets. Shareholders who transact with the Underlying JH Fund during the period beginning when the Underlying JH Fund first starts buying securities in anticipation of a purchase order from a Portfolio until such purchase order settles may incur more loss or realize more gain than they otherwise might have in the absence of the excess investment exposure.

 

In addition, Manulife Financial and its John Hancock insurance company subsidiaries may benefit from investment decisions made by the Advisor and the John Hancock Asset Subadvisors, including allocation decisions with respect to Portfolio assets. For example, the Advisor and the John Hancock Subadvisors, by selecting more conservative investments or investments that lend themselves to hedging strategies, or by making more conservative allocations of Portfolio assets by increasing the percentage allocation to underlying funds which invest primarily in fixed-income securities or otherwise, may reduce the regulatory capital requirements which the John Hancock insurance company subsidiaries of Manulife Financial must satisfy to support guarantees under variable annuity and insurance contracts which they issue, or aid the John Hancock insurance company subsidiaries with hedging their investment exposure under their variable annuity and insurance contracts.

 

A particular group of Portfolios, the Lifestyle PS Series, are offered only in connection with specific guaranteed benefits under variable annuity contracts (the “Contracts”) issued by John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (collectively, the “John Hancock Issuers”). The Contracts provide that the John Hancock Issuers can automatically transfer contract value between the Lifestyles PS Series and Bond Trust, another JHVIT fund, through a non-discretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect contract value from declines due to market volatility. The timing and amount of any transfer of contract value under the John Hancock Issuers’ process will depend on several factors including market movements. In general, the higher the equity component of a Lifestyle PS Series, the more likely that contract value will be reallocated from the Lifestyle PS Series to Bond Trust when equity markets fall. These asset flows may negatively affect the performance of an underlying fund in which the Lifestyle PS Series invests by increasing the underlying fund’s transaction costs and causing it to purchase or sell securities when it would not normally do so. It could be particularly disadvantageous for the underlying fund if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. As a result of these reallocations between the Lifestyle PS Series and Bond Trust, there may be active trading in the Lifestyle PS Series and Bond Trust. However, it is not anticipated that there will be active trading by the Lifestyle PS Series in other JHVIT funds except in extreme market situations.

 

Another particular group of Portfolios, the Lifestyle MVPs, purchase derivatives, such as stock index futures, that require the Lifestyle MVPs to hold initial and variation margin. The amount of margin required will fluctuate daily. Although the Lifestyle MVPs will seek to have sufficient liquid assets to cover its margin requirements, in certain market conditions, it may be required to redeem assets from underlying funds in order to do so. For example, as the value of the index underlying the stock index future increases in value, the amount of margin required will increase. The amount of margin required could be very large if the value of the index rises significantly during a short period of time. These redemptions from underlying funds could require the funds to sell securities at times when they may not otherwise desire to do so and may increase brokerage and/or other transaction costs of the JH Underlying Funds.

 

Stripped Securities

 

Stripped securities are the separate income or principal components of a debt security. The risks associated with stripped securities are similar to those of other debt securities, although stripped securities may be more volatile, and the value of certain types of stripped

 

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securities may move in the same direction as interest rates. U.S. Treasury securities that have been stripped by a Federal Reserve Bank are obligations issued by the U.S. Treasury.

 

Mortgage-Backed and Asset-Backed Securities

 

Mortgage-Backed Securities. Mortgage-backed securities represent participating interests in pools of residential mortgage loans that are guaranteed by the U.S. government, its agencies or instrumentalities. However, the guarantee of these types of securities relates to the principal and interest payments and not the market value of such securities. In addition, the guarantee only relates to the mortgage-backed securities held by a fund and not the purchase of shares of a fund.

 

Mortgage-backed securities are issued by lenders such as mortgage bankers, commercial banks, and savings and loan associations. Such securities differ from conventional debt securities which provide for the periodic payment of interest in fixed amounts (usually semiannually) with principal payments at maturity or on specified dates. Mortgage-backed securities provide periodic payments that are, in effect, a “pass-through” of the interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans. A mortgage-backed security will mature when all the mortgages in the pool mature or are prepaid. Therefore, mortgage-backed securities do not have a fixed maturity, and their expected maturities may vary when interest rates rise or fall.

 

When interest rates fall, homeowners are more likely to prepay their mortgage loans. An increased rate of prepayments on a fund’s mortgage-backed securities will result in an unforeseen loss of interest income to the fund as the fund may be required to reinvest assets at a lower interest rate. Because prepayments increase when interest rates fall, the prices of mortgage-backed securities do not increase as much as other fixed-income securities when interest rates fall.

 

When interest rates rise, homeowners are less likely to prepay their mortgage loans. A decreased rate of prepayments lengthens the expected maturity of a mortgage-backed security. Therefore, the prices of mortgage-backed securities may decrease more than prices of other fixed-income securities when interest rates rise.

 

The yield of mortgage-backed securities is based on the average life of the underlying pool of mortgage loans. The actual life of any particular pool may be shortened by unscheduled or early payments of principal and interest. Principal prepayments may result from the sale of the underlying property or the refinancing or foreclosure of underlying mortgages. The occurrence of prepayments is affected by a wide range of economic, demographic and social factors and, accordingly, it is not possible to accurately predict the average life of a particular pool. The actual prepayment experience of a pool of mortgage loans may cause the yield realized by a fund to differ from the yield calculated on the basis of the average life of the pool. In addition, if a fund purchases mortgage-backed securities at a premium, the premium may be lost in the event of early prepayment which may result in a loss to a fund.

 

Prepayments tend to increase during periods of falling interest rates and decline during periods of rising interest rates. Monthly interest payments received by a fund have a compounding effect, which will increase the yield to shareholders as compared to debt obligations that pay interest semiannually. Because of the reinvestment of prepayments of principal at current rates, mortgage-backed securities may be less effective than Treasury bonds of similar maturity at maintaining yields during periods of declining interest rates. Also, although the value of debt securities may increase as interest rates decline, the value of these pass-through type of securities may not increase as much due to their prepayment feature.

 

Collateralized Mortgage Obligations (“CMOs”). CMOs are mortgage-backed securities issued in separate classes with different stated maturities. As the mortgage pool experiences prepayments, the pool pays off investors in classes with shorter maturities first. By investing in CMOs, a fund may manage the prepayment risk of mortgage-backed securities. However, prepayments may cause the actual maturity of a CMO to be substantially shorter than its stated maturity

 

Asset-Backed Securities. Asset-backed securities include interests in pools of debt securities, commercial or consumer loans, or other receivables. The value of these securities depends on many factors, including changes in interest rates, the availability of information concerning the pool and its structure, the credit quality of the underlying assets, the market’s perception of the servicer of the pool, and any credit enhancement provided. In addition, asset-backed securities have prepayment risks similar to mortgage-backed securities.

 

TBA Mortgage Contracts . A fund may invest in TBA mortgage contracts. Similar to when-issued or delayed-delivery securities, a TBA mortgage contract is a security that is purchased or sold for a fixed price with the underlying securities to be announced at a future date. The seller does not specify the particular securities to be delivered, however. Instead, the buyer agrees to accept any securities that meet the specified terms. For example, in a TBA mortgage contract transaction, a buyer and seller would agree upon the issuer, interest rate and terms of the underlying mortgages, but the seller would not identify the specific underlying security until it issues the security. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities. TBA

 

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mortgage contracts involve a risk of loss if the value of the underlying security to be purchased declines prior to delivery date. The yield obtained for such securities may be higher or lower than yields available in the market on delivery date.

 

Stripped Mortgage Securities . A fund may invest in stripped mortgage securities, i.e., securities representing the principal portion of a mortgage security (“principal only” or “PO” securities) and those representing the mortgage security’s stream of interest payments (“interest-only” or “IO” securities). Stripped mortgage securities are subject to the same risks as other mortgage-backed securities, i.e., different combinations of prepayment, extension, interest rate and/or other market risks. In particular, the yield to maturity on an IO security is extremely sensitive to changes in prevailing interest rates and the rate of principal payments (including prepayments) on the related underlying mortgage assets. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the fund may fail to fully recoup its initial investment in these securities even if the securities are rated highly.

 

Inverse Interest-Only Securities . A fund may invest in inverse interest-only securities, i.e., interest-only securities whose coupons (stated interest rates) fluctuate inversely with specified interest rate indices. For example, the coupon on an inverse interest-only security might equal 10% minus one month LIBOR. As interest rates rise, the security’s coupon decreases and when interest rates fall, the security’s coupon increases. Such securities also may be structured so that small changes in interest rates lead to larger changes in the coupon. Issuers of mortgage backed securities holding fixed rate mortgage collateral sometimes issue offsetting interest-only securities and inverse interest-only securities. Thus, the fixed return on the collateral can be split into offsetting floating and inverse floating coupons. Inverse interest-only securities that are mortgage-backed securities are subject to the same risks as other mortgage backed-securities. In addition, the coupon on an inverse interest-only security can be extremely sensitive to changes in prevailing interest rates.

 

Securities Linked to the Real Estate Market

 

Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate. These risks include, but are not limited to:

 

declines in the value of real estate;

 

risks related to general and local economic conditions;

 

possible lack of availability of mortgage funds;

 

overbuilding;

 

extended vacancies of properties;

 

increased competition;

 

increases in property taxes and operating expenses;

 

change in zoning laws;

 

losses due to costs resulting from the clean-up of environmental problems;

 

liability to third parties for damages resulting from environmental problems;

 

casualty or condemnation losses;

 

limitations on rents;

 

changes in neighborhood values and the appeal of properties to tenants; and

 

changes in interest rates.

 

Therefore, if a fund invests a substantial amount of its assets in securities of companies in the real estate industry, the value of the fund’s shares may change at different rates compared to the value of shares of a fund with investments in a mix of different industries.

 

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Securities of companies in the real estate industry include real estate investment trusts (“REITs”), including equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidations. In addition, equity and mortgage REITs could possibly fail to qualify for tax free pass-through of income under the Code, or to maintain their exemptions from registration under the 1940 Act. The above factors also may adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

 

In addition, even the larger REITs in the industry tend to be small to medium-sized companies in relation to the equity markets as a whole. See “Small and Medium Size Companies” for a discussion of the risks associated with investments in these companies.

 

Industry or Sector Investing

 

When a fund invests a substantial portion of its assets in a particular industry or sector of the economy, the fund’s investments are not as varied as the investments of most mutual funds and are far less varied than the broad securities markets. As a result, the fund’s performance tends to be more volatile than other mutual funds, and the values of the fund’s investments tend to go up and down more rapidly. In addition, a fund that invests significantly in a particular industry or sector is particularly susceptible to the impact of market, economic, regulatory and others factors affecting that industry or sector.

 

Internet-Related Investments. The value of companies engaged in Internet-related activities, which is a developing industry, is particularly vulnerable to: (a) rapidly changing technology; (b) extensive government regulation; and (c) relatively high risk of obsolescence caused by scientific and technological advances. In addition, companies engaged in Internet-related activities are difficult to value and many have high share prices relative to their earnings, which they may not be able to maintain over the long-term. Moreover, many Internet companies are not yet profitable and will need additional financing to continue their operations. There is no guarantee that such financing will be available when needed. Since many Internet companies are start-up companies, the risks associated with investing in small companies are heightened for these companies. Any fund that invests a significant portion of its assets in Internet-related companies should be considered extremely risky even as compared to other funds that invest primarily in small company securities.

 

Financial Services Industry. A fund investing principally in financial services companies is particularly vulnerable to events affecting that industry. Financial services companies include commercial and industrial banks, savings and loan associations and their holding companies, consumer and industrial finance companies, diversified financial services companies, investment banking, securities brokerage and investment advisory companies, leasing companies and insurance companies. These companies are all subject to extensive regulation, rapid business changes and volatile performance dependent upon the availability and cost of capital, prevailing interest rates, and significant competition. General economic conditions significantly affect these companies. Credit and other losses resulting from the financial difficulty of borrowers or other third parties have a potentially adverse effect on companies in this industry. Investment banking, securities brokerage and investment advisory companies are particularly subject to government regulation and the risks inherent in securities trading and underwriting activities.

 

Banking. Commercial banks (including “money center” regional and community banks), savings and loan associations and holding companies of the foregoing are especially subject to adverse effects of volatile interest rates, concentrations of loans in particular industries (such as real estate or energy) and significant competition. The profitability of these businesses is to a significant degree dependent upon the availability and cost of capital funds. Economic conditions in the real estate market may have a particularly strong effect on certain banks and savings associations. Commercial banks and savings associations are subject to extensive federal and, in many instances, state regulation. Neither such extensive regulation nor the federal insurance of deposits ensures the solvency or profitability of companies in this industry, and there is no assurance against losses in securities issued by such companies.

 

Insurance. Insurance companies are particularly subject to government regulation and rate setting, potential anti-trust and tax law changes, and industry-wide pricing and competition cycles. Property and casualty insurance companies also may be affected by weather and other catastrophes. Life and health insurance companies may be affected by mortality and morbidity rates, including the effects of epidemics. Individual insurance companies may be exposed to reserve inadequacies, problems in investment portfolios (for example, due to real estate or “junk” bond holdings) and failures of reinsurance carriers.

 

Telecommunications. Companies in the telecommunications sector are subject to the additional risks of rapid obsolescence, lack of standardization or compatibility with existing technologies, an unfavorable regulatory environment, and a dependency on patent and copyright protection. The prices of the securities of companies in the telecommunications sector may fluctuate widely due to both

 

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federal and state regulations governing rates of return and services that may be offered, fierce competition for market share, and competitive challenges in the U.S. from foreign competitors engaged in strategic joint ventures with U.S. companies, and in foreign markets from both U.S. and foreign competitors. In addition, recent industry consolidation trends may lead to increased regulation of telecommunications companies in their primary markets.

 

Utilities. Many utility companies, especially electric and gas and other energy related utility companies, are subject to various uncertainties, including but not limited to: risks of increases in fuel and other operating costs; restrictions on operations and increased costs and delays as a result of environmental and nuclear safety regulations; coping with the general effects of energy conservation; technological innovations which may render existing plants, equipment or products obsolete; the potential impact of natural or man-made disasters; difficulty obtaining adequate returns on invested capital, even if frequent rate increases are approved by public service commissions; the high cost of obtaining financing during periods of inflation; difficulties of the capital markets in absorbing utility debt and equity securities; and increased competition. For example, electric utilities in certain markets have experienced financial difficulties recently related to changes in regulations and price volatility in the oil and natural gas markets. Similar difficulties could arise for other types of utilities or in other regions. Because utility companies are faced with the same obstacles, issues and regulatory burdens, their securities may react similarly and more in unison to these or other market conditions.

 

Health Sciences. Companies in this sector are subject to the additional risks of increased competition within the health care industry, changes in legislation or government regulations, reductions in government funding, product liability or other litigation and the obsolescence of popular products. The prices of the securities of health sciences companies may fluctuate widely due to government regulation and approval of their products and services, which may have a significant effect on their price and availability. In addition, the types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial and may have a significant impact on a company’s market value or share price.

 

Natural Resources. A fund’s investments in natural resources companies are especially affected by variations in the commodities markets (which may be due to market events, regulatory developments or other factors that the fund cannot control) and these companies may lack the resources and the broad business lines to weather hard times. Natural resources companies can be significantly affected by events relating to international political developments, energy conservation, the success of exploration projects, commodity prices, and tax and government regulations.

 

Initial Public Offerings (“IPOs”)

 

IPOs may have a magnified impact on the performance of a fund with a small asset base. The impact of IPOs on a fund’s performance likely will decrease as the fund’s asset size increases, which could reduce the fund’s returns. IPOs may not be consistently available to a fund for investment, particularly as the fund’s asset base grows. IPO shares frequently are volatile in price due to the absence of a prior public market, the small number of shares available for trading and limited information about the issuer. Therefore, a fund may hold IPO shares for a very short period of time. This may increase the turnover of a fund and may lead to increased expenses for a fund, such as commissions and transaction costs. In addition, IPO shares can experience an immediate drop in value if the demand for the securities does not continue to support the offering price.

 

U.S. Government Securities

 

A fund may invest in U.S. government securities, including securities issued or guaranteed by the U.S. government or by an agency or instrumentality of the U.S. government. Not all U.S. government securities are backed by the full faith and credit of the United States. Some are supported only by the credit of the issuing agency or instrumentality, which depends entirely on its own resources to repay the debt. U.S. government securities that are backed by the full faith and credit of the United States include U.S. Treasuries and mortgage-backed securities guaranteed by GNMA. Securities that are only supported by the credit of the issuing agency or instrumentality include those issued by Fannie Mae, the FHLBs, and Freddie Mac.

 

High Yield (High Risk) Securities and Securities of Distressed Companies

 

General. High yield (high risk) securities are those rated below investment grade and comparable unrated securities. These securities offer yields that fluctuate over time but generally are superior to the yields offered by higher-rated securities. However, securities rated below investment grade also have greater risks than higher-rated securities as described below.

 

Investments in securities rated below investment grade that are eligible for purchase by certain funds are described as “speculative” by Moody’s, S&P, and Fitch. Investment in lower rated corporate debt securities (“high yield securities” or “junk bonds”) and securities of distressed companies generally provides greater income and increased opportunity for capital appreciation than investments in

 

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higher quality securities, but they also typically entail greater price volatility and principal and income risk. Securities of distressed companies include both debt and equity securities. High yield securities and debt securities of distressed companies are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Issuers of high yield and distressed company securities may be involved in restructurings or bankruptcy proceedings that may not be successful. Analysis of the creditworthiness of issuers of debt securities that are high yield or debt securities of distressed companies may be more complex than for issuers of higher quality debt securities.

 

High yield securities and debt securities of distressed companies may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities. The prices of these securities have been found to be less sensitive to interest-rate changes than higher-rated investments, but more sensitive to adverse economic downturns or individual corporate developments. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in prices of high yield securities and debt securities of distressed companies because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of securities defaults, in addition to risking payment of all or a portion of interest and principal, the funds, by investing in such securities, may incur additional expenses to seek recovery of their respective investments. In the case of securities structured as zero-coupon or pay-in-kind securities, their market prices are affected to a greater extent by interest rate changes, and therefore tend to be more volatile than securities which pay interest periodically and in cash. The funds seek to reduce these risks through diversification, credit analysis and attention to current developments and trends in both the economy and financial markets.

 

Interest Rate Risk. To the extent that a fund invests in fixed-income securities, the NAV of the fund’s shares can be expected to change as general levels of interest rates fluctuate. However, the market values of securities rated below investment grade (and comparable unrated securities) tend to react less to fluctuations in interest rate levels than do those of higher-rated securities. Except to the extent that values are affected independently by other factors (such as developments relating to a specific issuer) when interest rates decline, the value of a fixed-income fund generally rise. Conversely, when interest rates rise, the value of a fixed-income fund will decline.

 

Liquidity. The secondary markets for high yield corporate and sovereign debt securities are not as liquid as the secondary markets for investment grade securities. The secondary markets for high yield debt securities are concentrated in relatively few market makers and participants are mostly institutional investors. In addition, the trading volume for high yield debt securities is generally lower than for investment grade securities. Furthermore, the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer.

 

These factors may have an adverse effect on the ability of funds investing in high yield securities to dispose of particular portfolio investments. These factors also may limit funds that invest in high yield securities from obtaining accurate market quotations to value securities and calculate NAV. If a fund investing in high yield debt securities is not able to obtain precise or accurate market quotations for a particular security, it will be more difficult for the subadvisor to value its investments.

 

Less liquid secondary markets also may affect a fund’s ability to sell securities at their fair value. A fund (other than the Money Market Trusts) may invest up to 15% of its net assets, measured at the time of investment, in illiquid securities. These securities may be more difficult to value and to sell at fair value. If the secondary markets for high yield debt securities are affected by adverse economic conditions, the proportion of a fund’s assets invested in illiquid securities may increase.

 

Below-Investment Grade Corporate Debt Securities. While the market values of securities rated below investment grade (and comparable unrated securities) tend to react less to fluctuations in interest rate levels than do those of higher-rated securities, the market values of below-investment grade corporate debt securities tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated securities.

 

In addition, these securities generally present a higher degree of credit risk. Issuers of these securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss due to default by such issuers is significantly greater than with investment grade securities because such securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness.

 

Below-Investment Grade Foreign Sovereign Debt Securities. Investing in below-investment grade foreign sovereign debt securities will expose funds to the consequences of political, social or economic changes in the developing and emerging market countries that issue the securities. The ability and willingness of sovereign obligors in these countries to pay principal and interest on such debt when due may depend on general economic and political conditions within the relevant country. Developing and emerging market countries have historically experienced (and may continue to experience) high inflation and interest rates, exchange rate trade difficulties, extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty or instability.

 

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The ability of a foreign sovereign obligor to make timely payments on its external debt obligations will also be strongly influenced by:

 

the obligor’s balance of payments, including export performance;

 

the obligor’s access to international credits and investments;

 

fluctuations in interest rates; and

 

the extent of the obligor’s foreign reserves.

 

Obligor’s Balance of Payments. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected.

 

Obligor’s Access to International Credits and Investments. If a foreign sovereign obligor cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks, and multilateral organizations, and inflows of foreign investment. The commitment on the part of these entities to make such disbursements may be conditioned on the government’s implementation of economic reforms and/or economic performance and the timely service of its obligations. Failure in any of these efforts may result in the cancellation of these third parties’ lending commitments, thereby further impairing the obligor’s ability or willingness to service its debts on time.

 

Obligor’s Fluctuations in Interest Rates. The cost of servicing external debt is generally adversely affected by rising international interest rates since many external debt obligations bear interest at rates that are adjusted based upon international interest rates.

 

Obligor’s Foreign Reserves. The ability to service external debt will also depend on the level of the relevant government’s international currency reserves and its access to foreign exchange. Currency devaluations may affect the ability of a sovereign obligor to obtain sufficient foreign exchange to service its external debt.

 

The Consequences of a Default. As a result of the previously listed factors, a governmental obligor may default on its obligations. If a default occurs, a fund holding foreign sovereign debt securities may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of the foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements.

 

Sovereign obligors in developing and emerging countries are among the world’s largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations. This difficulty has led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things:

 

reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds; and

 

obtaining new credit to finance interest payments.

 

Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in which a fund may invest will not be subject to similar restructuring arrangements or to requests for new credit, which may adversely affect a fund’s holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants.

 

Securities in the Lowest Rating Categories. Certain debt securities in which a fund may invest may have (or be considered comparable to securities having) the lowest ratings for non-subordinated debt instruments assigned by Moody’s, S&P, or Fitch. These securities are rated “Caa” or lower by Moody’s, or “CCC” or lower by S&P or Fitch. These securities are considered to have the following characteristics:

 

extremely poor prospects of ever attaining any real investment standing;

 

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current identifiable vulnerability to default;

 

unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions;

 

are speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations; and/or

 

are in default or not current in the payment of interest or principal.

 

Accordingly, it is possible that these types of characteristics could, in certain instances, reduce the value of securities held by a fund with a commensurate effect on the value of the fund’s shares.

 

Special Considerations Relating to California Tax-Exempt Securities

 

The State of California, as the rest of the nation, has been slowly emerging from an economic recession that began at the end of 2007, marked in California by high unemployment, a steep contraction in housing construction and home values, a drop in state-wide assessed valuation of property for the first time on record, a year-over-year decline in personal income in the State for the first time in 60 years, and a sharp drop in taxable sales. The State is recovering more slowly than expected and continues to face significant financial challenges.

 

California’s chronic budget problems have been driven in part by large fluctuations in its tax revenue and fixed spending obligations. During recessionary periods, dramatic cuts to programs and/or tax increases sometimes have been required. To address budget gaps, spending has been cut, State programs have been realigned to local governments, and short-term budgetary solutions have been implemented. Budget gaps are expected, however, to continue to challenge State fiscal leaders in future years. Continued risks to the State’s long-term stability include pension liabilities, debt and increasing annual obligations, and potential cost increases associated with the federal deficit.

 

California’s fiscal situation heightens the risk of investing in bonds issued by the State and its political subdivisions, agencies, instrumentalities and authorities, including the risk of default, and also heightens the risk that the prices of California municipal securities, and the fund’s net asset value, will experience greater volatility.  As of April 2012, California general obligation bonds were rated A1 by Moody’s and A- by S&P and Fitch. These ratings are among the lowest of any of the 50 states. There can be no assurance that such ratings will be maintained in the future. The State’s credit rating, and any future revisions or withdrawal of a credit rating, could have a negative effect on the market price of the State’s general obligation bonds, as well as notes and bonds issued by California’s public authorities and local governments. Lower credit ratings make it more expensive for the State to raise revenue, and in some cases, could prevent the State from issuing general obligation bonds in the quantity otherwise desired. Further, downgrades can negatively impact the marketability and price of securities in the fund’s portfolio.

 

This is a summary of certain factors affecting the State’s current financial situation and is not an exhaustive description of all the conditions to which the issuers of the State’s tax-exempt obligations are subject.  The national economy, legislative, legal and regulatory, social and environmental policies and conditions not within the control of the issuers of such bonds could also have an adverse effect on the financial condition of the State and its various political subdivisions and agencies.  While the fund’s subadvisor attempts to mitigate risk by selecting a wide variety of municipal securities, it is not possible to predict whether or to what extent the current economic and political issues or any other factors may affect the ability of California municipal issuers in to pay interest or principal on their bonds or the ability of such bonds to maintain market value or liquidity.  We are also unable to predict what impact these factors may have on the fund’s share price or distributions.

 

REGULATION OF COMMODITY INTERESTS

 

The CFTC has adopted regulations that subject registered investment companies and/or their investment advisors to regulation by the CFTC if the registered investment company invests more than a prescribed level of its NAV in commodity futures, options on commodities or commodity futures, swaps, or other financial instruments regulated under the CEA (“commodity interests”), or if the registered investment company markets itself as providing investment exposure to such commodity interests. The Advisor is registered as a CPO under the CEA and is a National Futures Association member firm; however, the Advisor does not act in the capacity of a registered CPO with respect to the funds.

 

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Although the Advisor is a registered CPO, the Advisor has claimed an exclusion from CPO registration pursuant to CFTC Rule 4.5 with respect to each fund. To remain eligible for this exclusion, each fund must comply with certain limitations, including limits on trading in commodity interests, and restrictions on the manner in which the fund markets its commodity interests trading activities. These limitations may restrict a fund’s ability to pursue its investment strategy, increase the costs of implementing its strategy, increase its expenses and/or adversely affect its total return.

 

HEDGING AND OTHER STRATEGIC TRANSACTIONS

 

Hedging refers to protecting against possible changes in the market value of securities a fund already owns or plans to buy or protecting unrealized gains in the fund. These strategies also may be used to gain exposure to a particular market. The hedging and other strategic transactions which may be used by a fund, consistent with its investment objectives and policies, are described below:

 

exchange-listed and OTC put and call options on securities, equity indices, volatility indices, financial futures contracts, currencies, fixed-income indices and other financial instruments;

 

financial futures contracts (including stock index futures);

 

interest rate transactions;**

 

currency transactions;**

 

warrants and rights (including non-standard warrants and participatory risks);

 

swaps (including interest rate, index, dividend, inflation, variance, equity, and volatility swaps, credit default swaps, swap options and currency swaps); and; and

 

structured notes, including hybrid or “index” securities.

 

 

* A fund’s interest rate transactions may take the form of swaps, caps, floors and collars.

 

** A fund’s currency transactions may take the form of currency forward contracts, currency futures contracts, currency swaps and options on currencies or currency futures contracts.

 

A fund may be authorized to use hedging and other strategic transactions for the following purposes:

 

to attempt to protect against possible changes in the market value of securities held or to be purchased by a fund resulting from securities markets or currency exchange rate fluctuations;

 

to protect a fund’s unrealized gains in the value of its securities;

 

to facilitate the sale of a fund’s securities for investment purposes;

 

to manage the effective maturity or duration of a fund’s securities;

 

to establish a position in the derivatives markets as a method of gaining exposure to a particular geographic region, market, industry, issuer, or security; or

 

to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another

 

To the extent that a fund uses hedging or another strategic transaction to gain, shift or manage exposure to a particular geographic region, market, industry, issuer, security, currency, or other asset, the fund will be exposed to the risks of investing in that asset as well as the risks inherent in the specific hedging or other strategic transaction used to gain such exposure.

 

For purposes of determining compliance with a fund’s investment policies, strategies and restrictions, the fund will generally consider the market value of derivative instruments, unless the nature of the derivative instrument warrants the use of the instrument’s notional value to more accurately reflect the economic exposure represented by the derivative position.

 

 

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Because of the uncertainties under federal tax laws as to whether income from commodity-linked derivative instruments and certain other instruments would constitute “qualifying income” to a RIC, no fund is permitted to invest in such instruments unless the subadvisor obtains prior written approval from the Trust’s Chief Compliance Officer (the “CCO”). The CCO, as a member of the Advisor’s Complex Securities Committee, evaluates with the committee the appropriateness of the investment.

 

General Characteristics of Options

 

Put options and call options typically have similar structural characteristics and operational mechanics regardless of the underlying instrument on which they are purchased or sold. Many hedging and other strategic transactions involving options require segregation of portfolio assets in special accounts, as described under “Use of Segregated and Other Special Accounts.”

 

Put Options. A put option gives the purchaser of the option, upon payment of a premium, the right to sell (and the writer the obligation to buy) the underlying security, commodity, index, currency or other instrument at the exercise price. A fund’s purchase of a put option on a security, for example, might be designed to protect its holdings in the underlying instrument (or, in some cases, a similar instrument) against a substantial decline in the market value of such instrument by giving a fund the right to sell the instrument at the option exercise price.

 

If and to the extent authorized to do so, a fund may purchase and sell put options on securities (whether or not it holds the securities in its portfolio) and on securities indices, currencies and futures contracts. A fund will not sell put options if, as a result, more than 50% of the fund’s assets would be required to be segregated to cover its potential obligations under put options other than those with respect to futures contracts.

 

Risk of Selling Put Options. In selling put options, a fund faces the risk that it may be required to buy the underlying security at a disadvantageous price above the market price.

 

Call Options. A call option, upon payment of a premium, gives the purchaser of the option the right to buy (and the seller the obligation to sell) the underlying instrument at the exercise price. A fund’s purchase of a call option on an underlying instrument might be intended to protect a fund against an increase in the price of the underlying instrument that it intends to purchase in the future by fixing the price at which it may purchase the instrument. An “American” style put or call option may be exercised at any time during the option period, whereas a “European” style put or call option may be exercised only upon expiration or during a fixed period prior to expiration. If and to the extent authorized to do so, a fund may purchase and sell call options on securities (whether or not it holds the securities).

 

Partial Hedge or Income to the Fund. If a fund sells a call option, the premium that it receives may serve as a partial hedge, to the extent of the option premium, against a decrease in the value of the underlying securities or instruments held by a fund or will increase a fund’s income. Similarly, the sale of put options can also provide fund gains.

 

Covering of Options. All call options sold by a fund must be “covered” (that is, the fund must own the securities or futures contract subject to the call or must otherwise meet the asset segregation requirements described below for so long as the call is outstanding).

 

Risk of Selling Call Options. Even though a fund will receive the option premium to help protect it against loss, a call option sold by a fund will expose the fund during the term of the option to possible loss of the opportunity to sell the underlying security or instrument with a gain.

 

Exchange-Listed Options. Exchange-listed options are issued by a regulated intermediary such as the Options Clearing Corporation (“OCC”), which guarantees the performance of the obligations of the parties to the options. The discussion below uses the OCC as an example, but is also applicable to other similar financial intermediaries.

 

OCC-issued and exchange-listed options, with certain exceptions, generally settle by physical delivery of the underlying security or currency, although in the future, cash settlement may become available. Index options and Eurodollar instruments (which are described below under “Eurodollar Instruments”) are cash settled for the net amount, if any, by which the option is “in-the-money” at the time the option is exercised. “In-the-money” means the amount by which the value of the underlying instrument exceeds, in the case of a call option, or is less than, in the case of a put option, the exercise price of the option. Frequently, rather than taking or making delivery of the underlying instrument through the process of exercising the option, listed options are closed by entering into offsetting purchase or sale transactions that do not result in ownership of the new option.

 

A fund’s ability to close out its position as a purchaser or seller of an OCC-issued or exchange-listed put or call option is dependent, in part, upon the liquidity of the particular option market. Among the possible reasons for the absence of a liquid option market on an exchange are:

 

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insufficient trading interest in certain options;

 

restrictions on transactions imposed by an exchange;

 

trading halts, suspensions or other restrictions imposed with respect to particular classes or series of options or underlying securities, including reaching daily price limits;

 

interruption of the normal operations of the OCC or an exchange;

 

inadequacy of the facilities of an exchange or the OCC to handle current trading volume; and/or

 

a decision by one or more exchanges to discontinue the trading of options (or a particular class or series of options), in which event the relevant market for that option on that exchange would cease to exist, although any such outstanding options on that exchange would continue to be exercisable in accordance with their terms.

 

The hours of trading for listed options may not coincide with the hours during which the underlying financial instruments are traded. To the extent that the option markets close before the markets for the underlying financial instruments, significant price and rate movements can take place in the underlying markets that would not be reflected in the corresponding option markets.

 

OTC Options. OTC options are purchased from or sold to counterparties such as securities dealers, financial institutions through direct bilateral agreement with the counterparty. In contrast to exchange-listed options, which generally have standardized terms and performance mechanics, all of the terms of an OTC option, including such terms as method of settlement, term, exercise price, premium, guaranties and security, are determined by negotiation of the parties. It is anticipated that any fund authorized to use OTC options will generally only enter into OTC options that have cash settlement provisions, although it will not be required to do so.

 

Unless the parties provide for it, no central clearing or guaranty function is involved in an OTC option. As a result, if a counterparty fails to make or take delivery of the security, currency or other instrument underlying an OTC option it has entered into with a fund or fails to make a cash settlement payment due in accordance with the terms of that option, the fund will lose any premium it paid for the option as well as any anticipated benefit of the transaction. Thus, the subadvisor must assess the creditworthiness of each such counterparty or any guarantor or credit enhancement of the counterparty’s credit to determine the likelihood that the terms of the OTC option will be met. A fund will enter into OTC option transactions only with U.S. government securities dealers recognized by the Federal Reserve Bank of New York as “primary dealers,” or broker-dealers, domestic or foreign banks, or other financial institutions that are deemed creditworthy by the subadvisor. In the absence of a change in the current position of the SEC staff, OTC options purchased by a fund and the amount of the fund’s obligation pursuant to an OTC option sold by the fund (the cost of the sell-back plus the in-the-money amount, if any) or the value of the assets held to cover such options will be deemed illiquid.

 

Types of Options That May Be Purchased. A fund may purchase and sell call options on securities indices, currencies, and futures contracts, as well as on Eurodollar instruments that are traded on U.S. and foreign securities exchanges and in the OTC markets.

 

Each fund reserves the right to invest in options on instruments and indices that may be developed in the future to the extent consistent with applicable law, the investment objective and the restrictions set forth herein.

 

General Characteristics of Futures Contracts and Options on Futures Contracts

 

A fund may trade financial futures contracts (including stock index futures contracts, which are described below) or purchase or sell put and call options on those contracts for the following purposes:

 

as a hedge against anticipated interest rate, currency or market changes;

 

for duration management;

 

for risk management purposes; and

 

to gain exposure to a securities market.

 

Futures contracts are generally bought and sold on the commodities exchanges where they are listed with payment of initial and variation margin as described below. The sale of a futures contract creates a firm obligation by a fund, as seller, to deliver to the buyer the specific type of financial instrument called for in the contract at a specific future time for a specified price (or, with respect to

 

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certain instruments, the net cash amount). Options on futures contracts are similar to options on securities, except that an option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract and obligates the seller to deliver that position.

 

With respect to futures contracts that are not legally required to “cash settle,” a fund may cover the open position by setting aside or earmarking liquid assets in an amount equal to the market value of the futures contract. With respect to futures that are required to “cash settle”, such as Eurodollar, UK 90-day and Euribor futures; however, a fund is permitted to set aside or earmark liquid assets in an amount equal to the fund’s daily marked to market (net) obligation, if any, (in other words, the fund’s daily net liability, if any) rather than the market value of the futures contract. By setting aside assets equal to only its net obligation under cash-settled futures contracts, a fund will have the ability to employ such futures contracts to a greater extent than if the fund were required to segregate assets equal to the full market value of the futures contract.

 

A fund will engage in transactions in futures contracts and related options only to the extent such transactions are consistent with the requirements of the Code in order to maintain its qualification as a RIC for federal income tax purposes.

 

Margin. Maintaining a futures contract or selling an option on a futures contract will typically require a fund to deposit with a financial intermediary as security for its obligations, an amount of cash or other specified assets (“initial margin”) that is from 1% to 10% of the face amount of the contract (but may be higher in some circumstances). Additional cash or assets (“variation margin”) may be required to be deposited thereafter daily as the mark-to-market value of the futures contract fluctuates. The purchase of an option on a financial futures contract involves payment of a premium for the option without any further obligation on the part of a fund. If a fund exercises an option on a futures contract it will be obligated to post initial margin (and potentially variation margin) for the resulting futures position just as it would for any futures position.

 

Settlement. Futures contracts and options thereon are generally settled by entering into an offsetting transaction, but no assurance can be given that a position can be offset prior to settlement or that delivery will occur.

 

Value of Futures Contracts Sold by a Fund. The value of all futures contracts sold by a fund (adjusted for the historical volatility relationship between such fund and the contracts) will not exceed the total market value of the fund’s assets.

 

Stock Index Futures

 

Definition. A stock index futures contract (an “Index Future”) is a contract to buy a certain number of units of the relevant index at a specified future date at a price agreed upon when the contract is made. A unit is the value at a given time of the relevant index.

 

Uses of Index Futures. Below are some examples of how Index Futures may be used:

 

In connection with a fund’s investment in equity securities, the fund may invest in Index Futures while the subadvisor seeks favorable terms from brokers to effect transactions in equity securities selected for purchase.

 

A fund also may invest in Index Futures when a subadvisor believes that there are not enough attractive equity securities available to maintain the standards of diversity and liquidity set for the fund’s pending investment in equity securities when they do become available.

 

Through the use of Index Futures, a fund may maintain a pool of assets with diversified risk without incurring the substantial brokerage costs that may be associated with investment in multiple issuers. This may permit a fund to avoid potential market and liquidity problems (e.g., driving up or forcing down the price by quickly purchasing or selling shares of a portfolio security) that may result from increases or decreases in positions already held by a fund.

 

A fund also may invest in Index Futures in order to hedge its equity positions including the taking of short positions to attempt to offset potential declines in the value of equity securities as described below.

 

Short Positions. A fund may take short positions in Index Futures or other investments to attempt to offset potential declines in the value of securities held by the fund or its underlying fund. The subadviser select individual futures contracts on equity indexes of U.S. markets and markets outside the U.S. that it believes are correlated to the fund’s or the underlying fund’s equity exposure. A short position in a futures contract is a transaction in which the fund enters into a futures contract or other investment in anticipation that the market price of that futures contract or other investment will decline due to a decline in the underlying index.

 

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If the price of the futures contract or other investment “sold” short increases between the time the short position in the futures contract is entered and the time the fund closes out its short position in the futures contract with a corresponding long position in a futures contract for the same underlying index or the futures contract expires, the fund will incur a loss. Since the value of the underlying equity index to a futures contract or other investment could theoretically continually increase the amount of losses are potentially unlimited. If the price of the futures contract or other investment sold declines between the time the short position in the futures contract is entered and the time the fund closes out its short position in the futures contract with a corresponding long position in a futures contract for the same underlying index or the futures contract expires, the fund will realize a gain. The successful use of short positions by the fund may be adversely affected by imperfect correlation between the securities of the fund or its underlying fund being hedged and the underlying indexes of the futures contracts.

 

Hedging and other strategic transactions involving futures contracts, options on futures contracts, and swaps will be purchased, sold or entered into primarily for bona fide hedging, risk management (including duration management) or appropriate portfolio management purposes, including gaining exposure to a particular securities market.

 

Options on Securities Indices and Other Financial Indices

 

A fund may purchase and sell call and put options on securities indices and other financial indices (“Options on Financial Indices”). In so doing, a fund can achieve many of the same objectives it would achieve through the sale or purchase of options on individual securities or other instruments.

 

Description of Options on Financial Indices. Options on Financial Indices are similar to options on a security or other instrument, except that, rather than settling by physical delivery of the underlying instrument, Options on Financial Indices settle by cash settlement. Cash settlement means that the holder has the right to receive, upon exercise of the option, an amount of cash if the closing level of the index upon which the option is based exceeds, in the case of a call (or is less than, in the case of a put) the exercise price of the option. This amount of cash is equal to the excess of the closing price of the index over the exercise price of the option, which also may be multiplied by a formula value. The seller of the option is obligated to make delivery of this amount. The gain or loss on an option on an index depends on price movements in the instruments comprising the market or other composite on which the underlying index is based, rather than price movements in individual securities, as is the case for options on securities. In the case of an OTC option, physical delivery may be used instead of cash settlement. By purchasing or selling Options on Financial Indices, a fund may achieve many of the same objectives it would achieve through the sale or purchase of options on individual securities or other instruments.

 

Yield Curve Options

 

A fund also may enter into options on the “spread,” or yield differential, between two fixed-income securities, in transactions referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.

 

Yield curve options may be used for the same purposes as other options on securities. Specifically, a fund may purchase or write such options for hedging purposes. For example, a fund may purchase a call option on the yield spread between two securities, if it owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield spread between the two securities. A fund also may purchase or write yield curve options for other than hedging purposes (i.e., in an effort to increase its current income) if, in the judgment of the subadvisor, the fund will be able to profit from movements in the spread between the yields of the underlying securities. The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, however, such options present risk of loss even if the yield of one of the underlying securities remains constant, if the spread moves in a direction or to an extent which was not anticipated. Yield curve options written by a fund will be “covered.” A call (or put) option is covered if a fund holds another call (or put) option on the spread between the same two securities and owns liquid and unencumbered assets sufficient to cover the fund’s net liability under the two options. Therefore, a fund’s liability for such a covered option is generally limited to the difference between the amounts of the fund’s liability under the option written by the fund less the value of the option held by it. Yield curve options also may be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded over-the-counter.

 

Currency Transactions

 

A fund may engage in currency transactions with counterparties to hedge the value of portfolio securities denominated in particular currencies against fluctuations in relative value, to gain exposure to a currency without purchasing securities denominated in that

 

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currency, to facilitate the settlement of equity trades or to exchange one currency for another. If a fund enters into a currency hedging transaction, the fund will comply with the asset segregation requirements described below under “Use of Segregated and Other Special Accounts.” Currency transactions include:

 

forward currency contracts;

 

exchange-listed currency futures contracts and options thereon;

 

exchange-listed and OTC options on currencies;

 

currency swaps; and

 

spot transactions.

 

A forward currency contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date at a price set at the time of the contract. A currency swap is an agreement to exchange cash flows based on the notional difference among two or more currencies and operates similarly to an interest rate swap, which is described under “Swap Agreements and Options on Swap Agreements.” A fund may enter into currency transactions only with counterparties that are deemed creditworthy by the subadvisor. Nevertheless, engaging in currency transactions will expose a fund to counterparty risk.

 

A fund’s dealings in forward currency contracts and other currency transactions, such as futures contracts, options, options on futures contracts and swaps, may be used for hedging and similar purposes, including transaction hedging, position hedging, cross hedging and proxy hedging. A fund also may use foreign currency options and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuation from one country to another or to facilitate the settlement of equity trades.

 

A fund also may engage in non-deliverable forward transactions to manage currency risk or to gain exposure to a currency without purchasing securities denominated in that currency. A non-deliverable forward is a transaction that represents an agreement between a fund and a counterparty (usually a commercial bank) to buy or sell a specified (notional) amount of a particular currency at an agreed upon foreign exchange rate on an agreed upon future date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, the fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any differential between the foreign exchange rate agreed upon at the inceptions of the non-deliverable forward agreement and the actual exchange rate on the agreed upon future date. Thus, the actual gain or loss of a given non-deliverable forward transaction is calculated by multiplying the transaction’s notional amount by the difference between the agreed upon forward exchange rate and the actual exchange rate when the transaction is completed.

 

When a fund enters into a non-deliverable forward transaction, the fund will segregate liquid assets in an amount not less than the value of the fund’s net exposure to such non-deliverable forward transactions. If the additional segregated assets decline in value or the amount of the fund’s commitment increases because of a change in currency rates, additional cash or securities will be segregated on a daily basis so that the value of the account will equal the amount of the fund’s commitments under the non-deliverable forward agreement.

 

Since a fund generally may only close out a non-deliverable forward with the particular counterparty, there is a risk that the counterparty will default on its obligation to pay under the agreement. If the counterparty defaults, the fund will have contractual remedies pursuant to the agreement related to the transaction, but there is no assurance that contract counterparties will be able to meet their obligations pursuant to such agreements or that, in the event of a default, the fund will succeed in pursuing contractual remedies. The fund thus assumes the risk that it may be delayed or prevented from obtaining payments owed to it pursuant to non-deliverable forward transactions.

 

In addition, where the currency exchange rates that are the subject of a given non-deliverable forward transaction do not move in the direction or to the extent anticipated, a fund could sustain losses on the non-deliverable forward transaction. A fund’s investment in a particular non-deliverable forward transaction will be affected favorably or unfavorably by factors that affect the subject currencies, including economic, political and legal developments that impact the applicable countries, as well as exchange control regulations of the applicable countries. These risks are heightened when a non-deliverable forward transaction involves currencies of emerging market countries because such currencies can be volatile and there is a greater risk that such currencies will be devalued against the U.S. dollar or other currencies.

 

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Transaction Hedging. Transaction hedging involves entering into a currency transaction with respect to specific assets or liabilities of a fund, which will generally arise in connection with the purchase or sale of portfolio securities or the receipt of income from them.

 

Position Hedging. Position hedging involves entering into a currency transaction with respect to fund securities positions denominated or generally quoted in that currency.

 

Cross Hedging. A fund may cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to increase or decline in value relative to other currencies to which the fund has or in which the fund expects to have exposure.

 

Proxy Hedging. To reduce the effect of currency fluctuations on the value of existing or anticipated holdings of its securities, a fund also may engage in proxy hedging. Proxy hedging is often used when the currency to which a fund’s holdings are exposed is generally difficult to hedge or specifically difficult to hedge against the dollar. Proxy hedging entails entering into a forward contract to sell a currency, the changes in the value of which are generally considered to be linked to a currency or currencies in which some or all of a fund’s securities are or are expected to be denominated, and to buy dollars. The amount of the contract would not exceed the market value of the fund’s securities denominated in linked currencies.

 

Combined Transactions

 

A fund may enter into multiple transactions, including multiple options transactions, multiple futures transactions, multiple currency transactions (including forward currency contracts), multiple interest rate transactions and any combination of futures, options, currency and interest rate transactions. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although a fund will normally enter into combined transactions to reduce risk or otherwise more effectively achieve the desired fund management goal, it is possible that the combination will instead increase the risks or hinder achievement of the fund’s objective.

 

Swap Agreements or Credit Derivatives and Options on Swap Agreements

 

Among the hedging and other strategic transactions into which a fund may be authorized to enter are swap transactions, including, but not limited to, swap agreements on interest rates, security or commodity indexes, specific securities and commodities, currency exchange rates, and credit and event-linked swaps, as well as other credit, equity and commodity derivatives. To the extent that a fund may invest in foreign currency-denominated securities, it also may invest in currency exchange rate swap agreements.

 

A fund may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as to attempt to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities the fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.

 

OTC swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to one or more years. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount” (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities or commodities representing a particular index). A “quanto” or “differential” swap combines both an interest rate and a currency transaction. Other forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. Consistent with a fund’s investment objective and general investment policies, the fund may invest in commodity swap agreements. For example, an investment in a commodity swap agreement may involve the exchange of floating-rate interest payments for the total return on a commodity index. In a total return commodity swap, a fund will receive the price appreciation of a commodity index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee. If the commodity swap is for one period, a fund may pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is more than one period, with interim swap payments, a fund may pay an adjustable or floating fee. With a “floating” rate, the fee may be pegged to a base rate, such as the LIBOR, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, a fund may be required to pay a higher fee at each swap reset date.

 

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A fund may enter into options on swap agreements (“Swap Options”). A Swap Option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. A fund also may be authorized to write (sell) and purchase put and call Swap Options.

 

Depending on the terms of the particular agreement, a fund generally will incur a greater degree of risk when it writes a Swap Option than it will incur when it purchases a Swap Option. When a fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when the fund writes a Swap Option, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement. Most other types of swap agreements entered into by a fund would calculate the obligations of the parties to the agreement on a “net basis.” Consequently, a fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). A fund’s current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation or “earmarking” of liquid assets, to avoid any potential leveraging of a fund’s investments. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of a fund’s investment restriction concerning senior securities. No fund will enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the fund’s total assets.

 

Whether a fund’s use of swap agreements or Swap Options will be successful in furthering its investment objective will depend on the subadvisor’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Because OTC swaps are two-party contracts and because they may have terms of greater than seven days, they may be considered to be illiquid. Moreover, a fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. Certain restrictions imposed on a fund by the Code may limit its ability to use swap agreements. Although the swaps market is largely unregulated, expected government regulation, described below, as well as potential future regulations, could adversely affect a fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

 

Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with traditional investments. The use of a swap requires an understanding not only of the referenced asset, rate, or index, but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. Swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If a swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, a swap transaction may be subject to a fund’s limitation on investments in illiquid securities.

 

Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that the subadvisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing swap positions for it. If a subadvisor attempts to use a swap as a hedge against, or as a substitute for, the fund investment, the fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the fund investment. This could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.

 

The swaps market was largely unregulated prior to the enactment of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was enacted in 2010 in response to turmoil in the financial markets and other market events. Among other things, the Dodd-Frank Act sets forth a new regulatory framework for certain OTC derivatives, such as swaps, in which the funds may be authorized to invest. The Dodd-Frank Act requires many swap transactions to be executed on registered exchanges or through swap execution facilities, cleared through a regulated clearinghouse and publicly reported. In addition, many market participants are now regulated as swap dealers or major swap participants and are, or will be, subject to certain minimum capital and margin requirements and business conduct standards. The statutory requirements of the Dodd-Frank Act are being implemented primarily through rules and regulations adopted by the SEC and/or the CFTC. There is a prescribed phase-in period during which most of the mandated rulemaking and regulations are being implemented, and temporary exemptions from certain rules and regulations have been granted so that current trading practices will not be unduly disrupted during the transition period.

 

As of the date of this SAI, central clearing is required only for certain market participants trading certain instruments, although central clearing for additional instruments is expected to be implemented by the CFTC until the majority of the swaps market is ultimately subject to central clearing. In addition, uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely

 

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affect a fund’s ability to enter into swaps in the OTC market. These developments could cause a fund to terminate new or existing swap agreements or to realize amounts to be received under such instruments at an inopportune time. Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete impact of the Dodd-Frank Act and related regulations on the funds, and the establishment of a centralized exchange or market for swap transactions may not result in swaps being easier to value or trade. However, it is expected that swap dealers, major market participants and swap counterparties will experience other new and/or additional regulations, requirements, compliance burdens and associated costs. The legislation and rules to be promulgated may exert a negative effect on a fund’s ability to meet its investment objective, either through limits or requirements imposed on the fund or its counterparties. The swap market could be disrupted or limited as a result of the legislation, and the new requirements may increase the cost of a fund’s investments and of doing business, which could adversely affect the fund’s ability to buy or sell OTC derivatives.

 

Additional information about certain swap agreements that a fund may utilize is provided below.

 

Credit default swap agreements (“CDS”). CDS may have as reference obligations one or more securities that are not currently held by a fund. The protection “buyer” in a CDS is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the CDS provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the CDS in exchange for an equal face amount of deliverable obligations of the reference entity described in the CDS, or the seller may be required to deliver the related net cash amount, if the CDS is cash settled. A fund may be either the buyer or seller in the transaction. If a fund is a buyer and no credit event occurs, the fund may recover nothing if the CDS is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the CDS in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a fund generally receives an upfront payment or a fixed rate of income throughout the term of the CDS, provided that there is no credit event. As the seller, a fund would effectively add leverage to the fund because, in addition to its total net assets, the fund would be subject to investment exposure on the notional amount of the CDS.

 

CDS on index tranches give the fund, as a seller of credit protection, the opportunity to take on exposures to specific segments of the CDS index default loss distribution. Each tranche has a different sensitivity to credit risk correlations among entities in the index. One of the main benefits of index tranches is higher liquidity. This has been achieved mainly through standardization, yet it is also due to the liquidity in the single-name CDS and CDS index markets. In contrast, possibly owing to the limited liquidity in the corporate bond market, securities referencing corporate bond indexes have not been traded actively.

 

CDS involve greater risks than if a fund had invested in the reference obligation directly since, in addition to general market risks, CDS are subject to illiquidity risk, counterparty risk and credit risk. A fund will enter into CDS only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the CDS is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A fund’s obligations under a CDS will be accrued daily (offset against any amounts owing to the fund). In connection with CDS in which a fund is the buyer, the fund will segregate or “earmark” cash or liquid assets, or enter into certain offsetting positions, with a value at least equal to the fund’s exposure (any accrued but unpaid net amounts owed by the fund to any counterparty), on a mark-to-market basis. In connection with CDS in which a fund is the seller, the fund will segregate or “earmark” cash or liquid assets, or enter into offsetting positions, with a value at least equal to the full notional amount of the CDS. Such segregation or “earmarking” will ensure that the fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the fund’s investments. Such segregation or “earmarking” will not limit the fund’s exposure to loss.

 

If a fund enters into a CDS, the fund may be required to report the CDS as a “listed transaction” for tax shelter reporting purposes on the fund’s federal income tax return. If the IRS were to determine that the CDS is a tax shelter, a fund could be subject to penalties under the Code.

 

For purposes of applying the funds’ investment policies and restrictions (as stated in the Prospectuses and this SAI), swap agreements are generally valued by the funds at market value. In the case of a credit default swap, however, in applying certain of the funds’ investment policies and restrictions the fund will value the credit default swap at its notional value or its full exposure value ( i.e., the sum of the notional amount for the contract plus the market value), but may value the credit default swap at market value for purposes of applying certain of the funds’ other investment policies and restrictions. For example, a fund may value credit default swaps at full exposure value for purposes of the fund’s credit quality guidelines because such value reflects the fund’s actual economic exposure

 

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during the term of the credit default swap agreement. In this context, both the notional amount and the market value may be positive or negative depending on whether the fund is selling or buying protection through the credit default swap. The manner in which certain securities or other instruments are valued by the funds for purposes of applying investment policies and restrictions may differ from the manner in which those investments are valued by other types of investors.


Dividend swap agreements . A dividend swap agreement is a financial instrument where two parties contract to exchange a set of future cash flows at set dates in the future. One party agrees to pay the other the future dividend flow on a stock or basket of stocks in an index, in return for which the other party gives the first call options. Dividend swaps generally are traded OTC rather than on an exchange.

 

Inflation swap agreements. An inflation swap agreement is a contract in which one party agrees to pay the cumulative percentage increase in a price index (e.g., the Consumer Price Index (“CPI”) with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swap agreements may be used to protect a fund’s NAV against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

 

Interest rate swap agreements . An interest rate swap agreement involves the exchange of cash flows based on interest rate specifications and a specified principal amount, often a fixed payment for a floating payment that is linked to an interest rate. An interest rate lock specifies a future interest rate to be paid. In an interest rate cap, one party receives payments at the end of each period in which a specified interest rate on a specified principal amount exceeds an agreed-upon rate; conversely, in an interest rate floor, one party may receive payments if a specified interest rate on a specified principal amount falls below an agreed-upon rate. Caps and floors have an effect similar to buying or writing options. Interest rate collars involve selling a cap and purchasing a floor, or vice versa, to protect a fund against interest rate movements exceeding given minimum or maximum levels.

 

Total return swap agreements . A total return swap agreement is a contract whereby one party agrees to make a series of payments to another party based on the change in the market value of the assets underlying such contract (which can include a security, commodity, index or baskets thereof) during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use total return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, by investing in total return commodity swaps, a fund will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.

 

Variance swap agreements . Variance swap agreements involve an agreement by two parties to exchange cash flows based on the measured variance (or square of volatility) of a specified underlying asset. One party agrees to exchange a “fixed rate” or strike price payment for the “floating rate” or realized price variance on the underlying asset with respect to the notional amount. At inception, the strike price chosen is generally fixed at a level such that the fair value of the swap is zero. As a result, no money changes hands at the initiation of the contract. At the expiration date, the amount paid by one party to the other is the difference between the realized price variance of the underlying asset and the strike price multiplied by the notional amount. A receiver of the realized price variance would receive a payment when the realized price variance of the underlying asset is greater than the strike price and would make a payment when that variance is less than the strike price. A payer of the realized price variance would make a payment when the realized price variance of the underlying asset is greater than the strike price and would receive a payment when that variance is less than the strike price. This type of agreement is essentially a forward contract on the future realized price variance of the underlying asset.

 

Eurodollar Instruments

 

Eurodollar instruments typically are dollar-denominated futures contracts or options on those contracts that are linked to the LIBOR. In addition, foreign currency-denominated instruments are available from time to time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A fund might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed-income instruments are linked.

 

Warrants and Rights

 

Warrants and rights generally give the holder the right to receive, upon exercise and prior to the expiration date, a security of the issuer at a stated price. Funds typically use warrants and rights in a manner similar to their use of options on securities, as described in “General Characteristics of Options” above and elsewhere in this SAI. Risks associated with the use of warrants and rights are generally similar to risks associated with the use of options. Unlike most options, however, warrants and rights are issued in specific amounts, and warrants generally have longer terms than options. Warrants and rights are not likely to be as liquid as exchange-traded

 

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options backed by a recognized clearing agency. In addition, the terms of warrants or rights may limit a fund’s ability to exercise the warrants or rights at such time, or in such quantities, as a fund would otherwise wish.

 

Non-Standard Warrants and Participatory Notes. From time to time, a fund may use non-standard warrants, including low exercise price warrants or low exercise price options (“LEPOs”), and participatory notes (“P-Notes”) to gain exposure to issuers in certain countries. LEPOs are different from standard warrants in that they do not give their holders the right to receive a security of the issuer upon exercise. Rather, LEPOs pay the holder the difference in price of the underlying security between the date the LEPO was purchased and the date it is sold. P-Notes are a type of equity-linked derivative that generally are traded over-the-counter and constitute general unsecured contractual obligations of the banks, broker-dealers or other financial institutions that issue them. Generally, banks and broker-dealers associated with non-U.S.-based brokerage firms buy securities listed on certain foreign exchanges and then issue P-Notes, which are designed to replicate the performance of certain issuers and markets. The performance results of P-Notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. The return on a P-Note that is linked to a particular underlying security generally is increased to the extent of any dividends paid in connection with the underlying security. However, the holder of a P-Note typically does not receive voting or other rights as it would if it directly owned the underlying security, and P-Notes present similar risks to investing directly in the underlying security. Additionally, LEPOs and P-Notes entail the same risks as other over-the-counter derivatives. These include the risk that the counterparty or issuer of the LEPO or P-Note may not be able to fulfill its obligations, that the holder and counterparty or issuer may disagree as to the meaning or application of contractual terms, or that the instrument may not perform as expected. See “Principal Risks” in the Prospectus and “Risk of Hedging and Other Strategic Transactions” below. Additionally, while LEPOs or P-Notes may be listed on an exchange, there is no guarantee that a liquid market will exist or that the counterparty or issuer of a LEPO or P-Note will be willing to repurchase such instrument when a fund wishes to sell it.

 

Risks of Hedging and Other Strategic Transactions

 

Hedging and other strategic transactions are subject to special risks, including:

 

possible default by the counterparty to the transaction;

 

markets for the securities used in these transactions could be illiquid; and

 

to the extent the subadvisor’s assessment of market movements is incorrect, the risk that the use of the hedging and other strategic transactions could result in losses to the fund.

 

Losses resulting from the use of hedging and other strategic transactions will reduce a fund’s NAV, and possibly income. Losses can be greater than if hedging and other strategic transactions had not been used.

 

Options and Futures Transactions. Options transactions are subject to the following additional risks:

 

option transactions could force the sale or purchase of fund securities at inopportune times or for prices higher than current market values (in the case of put options) or lower than current market values (in the case of call options), or could cause a fund to hold a security it might otherwise sell (in the case of a call option); and

 

calls written on securities that a fund does not own are riskier than calls written on securities owned by a fund because there is no underlying security held by a fund that can act as a partial hedge, and there is also a risk, especially with less liquid securities, that the securities may not be available for purchase; and

 

options markets could become illiquid in some circumstances and certain OTC options could have no markets. As a result, in certain markets, a fund might not be able to close out a transaction without incurring substantial losses.

 

Futures transactions are subject to the following additional risks:

 

The degree of correlation between price movements of futures contracts and price movements in the related securities position of a fund could create the possibility that losses on the hedging instrument are greater than gains in the value of the fund’s position.

 

Futures markets could become illiquid. As a result, in certain markets, a fund might not be able to close out a transaction without incurring substantial losses.

 

Although a fund’s use of futures and options for hedging should tend to minimize the risk of loss due to a decline in the value of the hedged position, it will tend, at the same time, to limit the potential gain that might result from an increase in value.

 

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Currency Hedging. In addition to the general risks of hedging and other strategic transactions described above, currency hedging transactions have the following risks:

 

Currency hedging can result in losses to a fund if the currency being hedged fluctuates in value to a degree or direction that is not anticipated.

 

Proxy hedging involves determining the correlation between various currencies. If the subadvisor’s determination of this correlation is incorrect, a fund’s losses could be greater than if the proxy hedging were not used.

 

Foreign government exchange controls and restrictions on repatriation of currency can negatively affect currency transactions. These forms of governmental actions can result in losses to a fund if it is unable to deliver or receive currency or monies to settle obligations. Such governmental actions could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs.

 

Currency Futures Contracts and Options on Currency Futures Contracts. Currency futures contracts are subject to the same risks that apply to the use of futures contracts generally. In addition, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures contracts is relatively new, and the ability to establish and close out positions on these options is subject to the maintenance of a liquid market that may not always be available.

 

Currency Transactions

 

A fund may engage in currency transactions with counterparties to hedge the value of portfolio securities denominated in particular currencies against fluctuations in relative value, to gain exposure to a currency without purchasing securities denominated in that currency, to facilitate the settlement of equity trades or to exchange one currency for another. If a fund enters into a currency hedging transaction, the fund will comply with the asset segregation requirements described below under “Use of Segregated and Other Special Accounts.” Currency transactions include:

 

forward currency contracts;
exchange-listed currency futures contracts and options thereon;
exchange-listed and OTC options on currencies;
currency swaps; and
spot transactions (i.e., transactions on a cash basis based on prevailing market rates).

 

A forward currency contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date at a price set at the time of the contract. A currency swap is an agreement to exchange cash flows based on the notional difference among two or more currencies and operates similarly to an interest rate swap, which is described under “Swap Agreements and Options on Swap Agreements.” A fund may enter into currency transactions only with counterparties that are deemed creditworthy by the subadvisor. Nevertheless, engaging in currency transactions will expose a fund to counterparty risk.

 

A fund’s dealings in forward currency contracts and other currency transactions such as futures contracts, options, options on futures contracts and swaps may be used for hedging and similar purposes, including transaction hedging, position hedging, cross hedging and proxy hedging. A fund also may use foreign currency options and foreign currency forward contracts to increase exposure to a foreign currency, to shift exposure to foreign currency fluctuation from one country to another or to facilitate the settlement of equity trades.

 

A fund also may engage in non-deliverable forward transactions to manage currency risk or to gain exposure to a currency without purchasing securities denominated in that currency. A non-deliverable forward is a transaction that represents an agreement between a fund and a counterparty (usually a commercial bank) to buy or sell a specified (notional) amount of a particular currency at an agreed upon foreign exchange rate on an agreed upon future date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, the fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any differential between the foreign exchange rate agreed upon at the inceptions of the non-deliverable forward agreement and the actual exchange rate on the agreed upon future date. Thus, the actual gain or loss of a given non-deliverable forward transaction is calculated by multiplying the transaction’s notional amount by the difference between the agreed upon forward exchange rate and the actual exchange rate when the transaction is completed.

 

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When a fund enters into a non-deliverable forward transaction, the fund will segregate liquid assets in an amount not less than the value of the fund’s net exposure to such non-deliverable forward transactions. If the additional segregated assets decline in value or the amount of the fund’s commitment increases because of changes in currency rates, additional cash or securities will be segregated on a daily basis so that the value of the account will equal the amount of the fund’s commitments under the non-deliverable forward agreement.

 

Since a fund generally may only close out a non-deliverable forward with the particular counterparty, there is a risk that the counterparty will default on its obligation to pay under the agreement. If the counterparty defaults, the fund will have contractual remedies pursuant to the agreement related to the transaction, but there is no assurance that contract counterparties will be able to meet their obligations pursuant to such agreements or that, in the event of a default, the fund will succeed in pursuing contractual remedies. The fund thus assumes the risk that it may be delayed or prevented from obtaining payments owed to it pursuant to non-deliverable forward transactions.

 

In addition, where the currency exchange rates that are the subject of a given non-deliverable forward transaction do not move in the direction or to the extent anticipated, a fund could sustain losses on the non-deliverable forward transaction. A fund’s investment in a particular non-deliverable forward transaction will be affected favorably or unfavorably by factors that affect the subject currencies, including economic, political and legal developments that impact the applicable countries, as well as exchange control regulations of the applicable countries. These risks are heightened when a non-deliverable forward transaction involves currencies of emerging market countries because such currencies can be volatile and there is a greater risk that such currencies will be devalued against the U.S. dollar or other currencies.

 

Transaction Hedging. Transaction hedging involves entering into a currency transaction with respect to specific assets or liabilities of a fund, which generally will arise in connection with the purchase or sale of the portfolio’s securities or the receipt of income from them.

 

Position Hedging. Position hedging involves entering into a currency transaction with respect to portfolio securities positions denominated or generally quoted in that currency.

 

Cross Hedging. A fund may cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to increase or decline in value relative to other currencies to which the fund has or in which the fund expects to have exposure.

 

Proxy Hedging. To reduce the effect of currency fluctuations on the value of existing or anticipated holdings of its securities, a fund also may engage in proxy hedging. Proxy hedging is often used when the currency to which a fund’s holdings are exposed is generally difficult to hedge or specifically difficult to hedge against the dollar. Proxy hedging entails entering into a forward contract to sell a currency, the changes in the value of which are generally considered to be linked to a currency or currencies in which some or all of a fund’s securities are or are expected to be denominated, and to buy dollars. The amount of the contract would not exceed the market value of the fund’s securities denominated in linked currencies.

 

Risk Associated with Specific Types of Derivative Debt Securities. Different types of derivative debt securities are subject to different combinations of prepayment, extension and/or interest rate risk. Conventional mortgage pass-through securities and sequential pay CMOs are subject to all of these risks, but typically are not leveraged. Thus, the magnitude of exposure may be less than for more leveraged mortgage-backed securities.

 

The risk of early prepayments is the primary risk associated with IOs, super floaters, other leveraged floating rate instruments and mortgage-backed securities purchased at a premium to their par value. In some instances, early prepayments may result in a complete loss of investment in certain of these securities. The primary risks associated with certain other derivative debt securities are the potential extension of average life and/or depreciation due to rising interest rates.

 

Derivative debt securities include floating rate securities based on the Cost of Funds Index (“COFI floaters”), other “lagging rate” floating rate securities, capped floaters, mortgage-backed securities purchased at a discount, leveraged inverse floating rate securities, POs, certain residual or support tranches of CMOs and index amortizing notes. Index amortizing notes are not mortgage-backed securities, but are subject to extension risk resulting from the issuer’s failure to exercise its option to call or redeem the notes before their stated maturity date. Leveraged inverse IOs combine several elements of the mortgage-backed securities described above and present an especially intense combination of prepayment, extension and interest rate risks.

 

Planned amortization class (“PAC”) and target amortization class (“TAC”) CMO bonds involve less exposure to prepayment, extension and interest rate risk than other mortgage-backed securities, provided that prepayment rates remain within expected

 

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prepayment ranges or “collars.” To the extent that prepayment rates remain within these prepayment ranges, the residual or support tranches of PAC and TAC CMOs assume the extra prepayment, extension and interest rate risk associated with the underlying mortgage assets.

 

Other types of floating rate derivative debt securities present more complex types of interest rate risks. For example, range floaters are subject to the risk that the coupon will be reduced to below market rates if a designated interest rate floats outside of a specified interest rate band or collar. Dual index or yield curve floaters are subject to depreciation in the event of an unfavorable change in the spread between two designated interest rates. X-reset floaters have a coupon that remains fixed for more than one accrual period. Thus, the type of risk involved in these securities depends on the terms of each individual X-reset floater.

 

Risks of Hedging and Other Strategic Transactions Outside the United States

 

When conducted outside the United States, hedging and other strategic transactions will not only be subject to the risks described above, but also could be adversely affected by:

 

foreign governmental actions affecting foreign securities, currencies or other instruments;

 

less stringent regulation of these transactions in many countries as compared to the United States;

 

the lack of clearing mechanisms and related guarantees in some countries for these transactions;

 

more limited availability of data on which to make trading decisions than in the United States;

 

delays in a fund’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States;

 

the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States; and

 

lower trading volume and liquidity.

 

Use of Segregated and Other Special Accounts

 

Use of extensive hedging and other strategic transactions by a fund will require, among other things, that the fund post collateral with counterparties or clearinghouses and/or segregate cash, liquid high grade debt obligations or other assets with its custodian, or a designated subcustodian, to the extent that the fund’s obligations are not otherwise “covered” through ownership of the underlying security, financial instrument or currency.

 

In general, either the full amount of any obligation by a fund to pay or deliver securities or assets under a transaction or series of transactions must be covered at all times by: (a) holding the securities, instruments or currency required to meet the fund’s obligations under such transactions or series of transactions; or (b) subject to any regulatory restrictions, segregating an amount of cash or other liquid assets at least equal to the current amount of the obligation. The segregated assets cannot be sold or transferred unless equivalent assets are substituted in their place or it is no longer necessary to segregate them. Some examples of cover requirements are set forth below.

 

Call Options. A call option on securities written by a fund will require the fund to hold the securities subject to the call (or securities convertible into the needed securities without additional consideration) or to segregate cash or other liquid assets sufficient to purchase and deliver the securities if the call is exercised. A call option sold by a fund on an index will require the fund to own portfolio securities that correlate with the index or to segregate cash or other liquid assets equal to its obligations under the option.

 

Put Options. A put option on securities written by a fund will require the fund to segregate cash or other liquid assets equal to the exercise price.

 

OTC Options. OTC options entered into by a fund, including those on securities, currency, financial instruments or indices, and OTC-issued and exchange-listed index options will generally provide for cash settlement, although a fund will not be required to do so. As a result, when a fund sells these instruments it will segregate an amount of cash or other liquid assets equal to its obligations under the options. OTC-issued and exchange-listed options sold by a fund other than those described above generally settle with physical delivery, and the fund will segregate an amount of cash or liquid high grade debt securities equal to the full value of the

 

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option. OTC options settling with physical delivery or with an election of either physical delivery or cash settlement will be treated the same as other options settling with physical delivery.

 

Currency Contracts. Except when a fund enters into a forward contract in connection with the purchase or sale of a security denominated in a foreign currency or for other non-speculative purposes, which requires no segregation, a currency contract that obligates the fund to buy or sell a foreign currency will generally require the fund to hold an amount of that currency or liquid securities denominated in that currency equal to a fund’s obligations or to segregate cash or other liquid assets equal to the amount of the fund’s obligations.

 

Futures Contracts and Options on Futures Contracts. In the case of a futures contract or an option on a futures contract, a fund must deposit initial margin and, in some instances, daily variation margin, in addition to segregating assets sufficient to meet its obligations under the contract. These assets may consist of cash, cash equivalents, liquid debt, equity securities or other acceptable assets.

 

Swaps. A fund will calculate the net amount, if any, of its obligations relating to swaps on a daily basis and will segregate an amount of cash or other liquid assets having an aggregate value at least equal to this net amount.

 

Caps, Floors and Collars. Caps, floors and collars require segregation of assets with a value equal to a fund’s net obligation, if any.

 

Hedging and other strategic transactions may be covered by means other than those described above when consistent with applicable regulatory policies. A fund also may enter into offsetting transactions so that its combined position, coupled with any segregated assets, equals its net outstanding obligation. A fund could purchase a put option, for example, if the exercise price of that option is the same or higher than the exercise price of a put option sold by the fund. In addition, if it holds a futures contracts or forward contract, a fund could, instead of segregating assets, purchase a put option on the same futures contract or forward contract with an exercise price as high or higher than the price of the contract held. Other hedging and strategic transactions also may be offset in combinations. If the offsetting transaction terminates on or after the time the primary transaction terminates, no segregation is required, but if it terminates prior to that time, assets equal to any remaining obligation would need to be segregated.

 

Risk of Potential Government Regulation of Derivatives

 

It is possible that additional government regulation of various types of derivative instruments, including futures, options on futures and swap agreements, may limit or prevent a fund from using such instruments as part of its investment strategy, which could negatively impact the fund. While many provisions of the Dodd-Frank Act have yet to be implemented through rulemaking, and any regulatory or legislative activity may not necessarily have a direct, immediate effect upon a fund, it is possible that, upon implementation of these measures or any future measures, they could potentially limit or completely restrict the ability of a fund to use these instruments as a part of its investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which a fund engages in derivative transactions also could prevent the fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change the availability of certain investments.

 

Other Limitations

 

No fund will maintain open short positions in futures contracts, call options written on futures contracts, and call options written on securities indices if, in the aggregate, the current market value of the open positions exceeds the current market value of that portion of its securities portfolio being hedged by those futures and options, plus or minus the unrealized gain or loss on those open positions. The gain or loss on these open positions will be adjusted for the historical volatility relationship between that portion of the fund and the contracts (e.g., the Beta volatility factor). In the alternative, however, a fund could maintain sufficient liquid assets in a segregated account equal at all times to the current market value of the open short position in futures contracts, call options written on futures contracts and call options written on securities indices, subject to any other applicable investment restrictions.

 

For purposes of this limitation, to the extent a fund has written call options on specific securities in that portion of its portfolio, the value of those securities will be deducted from the current market value of that portion of the securities portfolio. If this limitation should be exceeded at any time, the fund will take prompt action to close out the appropriate number of open short positions to bring its open futures and options positions within this limitation.

 

INVESTMENT RESTRICTIONS

  

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There are two classes of investment restrictions to which JHVIT is subject in implementing the investment policies of the funds: (a) fundamental; and (b) non-fundamental. Fundamental restrictions with respect to a fund may only be changed by a vote of a majority of the fund’s outstanding voting securities, which means a vote of the lesser of: (i) 67% or more of the shares represented at a meeting at which more than 50% of the outstanding shares are represented; or (ii) more than 50% of the outstanding shares. Non-fundamental restrictions are subject to change by the Trustees of a fund without shareholder approval.

 

When submitting an investment restriction change to the holders of JHVIT’s outstanding voting securities, the matter shall be deemed to have been effectively acted upon with respect to a particular fund if a majority of the outstanding voting securities (as described above) of the fund vote for the approval of the matter, notwithstanding that the matter has not been approved by: (1) the holders of a majority of the outstanding voting securities of any other fund affected by the matter: or (2) the vote of a majority of the outstanding voting securities of JHVIT.

 

Restrictions (1) through (8) are fundamental. Restrictions (9) through (11) are non-fundamental.

 

Fundamental

 

Unless a fund is specifically excepted by the terms of a restriction:

 

(1) Each fund (except Financial Industries Trust, Health Sciences Trust, Real Estate Securities Trust, and Utilities Trust) may not concentrate, as that term is used in the 1940 Act, its investments in a particular industry in violation of the requirements of the 1940 Act, as amended, as interpreted or modified by the SEC from time to time.

 

(2) Each fund (except Financial Industries Trust, Global Bond Trust and Real Estate Securities Trust) has elected to be treated a diversified investment company, as that term is used in the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

 

(3) Each fund may not borrow money, except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

 

(4) Each fund may not engage in the business of underwriting securities issued by others, except to the extent that a fund may be deemed to be an underwriter in connection with the disposition of portfolio securities.

 

(5) Each fund may not purchase or sell real estate, which term does not include securities of companies which deal in real estate or mortgages or investments secured by real estate or interests therein, except that each fund reserves freedom of action to hold and to sell real estate acquired as a result of the fund’s ownership of securities.

 

(6) Each fund may not purchase or sell commodities, except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

 

(7) Each fund may not make loans except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

 

(8) Each fund may not issue senior securities, except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

 

For purposes of restriction no. 8, purchasing securities on a when-issued, forward commitment or delayed delivery basis and engaging in hedging and other strategic transactions will not be deemed to constitute the issuance of a senior security.

 

Non-Fundamental

 

Unless a fund is specifically excepted by the terms of a restriction, each fund will not:

 

(9) Knowingly invest more than 15% of the value of its net assets in securities or other investments, including repurchase agreements maturing in more than seven days but excluding master demand notes, that are not readily marketable, except that neither Money Market Trust may invest in excess of 10% of its net assets in such securities or other investments.

 

(10) Make short sales of securities or maintain a short position, if, when added together, more than 25% of the value of the fund’s net assets would be (i) deposited as collateral for the obligation to replace securities borrowed to effect short sales and (ii) allocated to segregated accounts in connection with short sales, except that it may obtain such short-term credits as may be required to clear

 

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transactions. For purposes of this restriction, collateral arrangements with respect to hedging and other strategic transactions will not be deemed to involve the use of margin. Short sales “against-the-box” are not subject to this limitation. The Global Bond, Real Return and Total Return Bond Trusts will engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder.

 

In addition to the above policies, each Money Market Trust is subject to certain restrictions required by Rule 2a-7 under the 1940 Act. In order to comply with such restrictions, neither Money Market Trust will, among other things, purchase the securities of any issuer if it would cause:

 

· more than 5% of its total assets to be invested in the securities of any one issuer (excluding U.S. Government securities and repurchase agreements fully collateralized by U.S. Government securities), except as permitted by Rule 2a-7 for certain securities for a period of up to three business days after purchase,

 

· more than 3% of its total assets to be invested in “second tier securities,” as defined by Rule 2a-7, or

 

· more than 0.5% of its total assets to be invested in the second tier securities of that issuer.

 

(11) Pledge, hypothecate, mortgage or transfer (except as provided in restriction (7)) as security for indebtedness any securities held by the fund, except in an amount of not more than 10%* of the value of the fund’s total assets and then only to secure borrowings permitted by restrictions (3) and (10). For purposes of this restriction, collateral arrangements with respect to hedging and other strategic transactions will not be deemed to involve a pledge of assets.

 

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* 33 1/3% in the case of each of each of the following funds:

 

500 Index Trust B

Active Bond Trust

Alpha Opportunities Trust

Blue Chip Growth Trust

Bond Trust

Capital Appreciation Value Trust

Core Bond Trust

Core Strategy Trust

Emerging Markets Value Trust

Equity-Income Trust

Financial Industries Trust

Franklin Templeton Founding Allocation Trust

Fundamental All Cap Core Trust

Fundamental Large Cap Value Trust

Global Bond Trust

Health Sciences Trust

High Income Trust

Income Trust

International Core Trust

International Equity Index Trust B

International Small Company Trust

International Value Trust

Each Lifestyle MVP

Each Lifestyle Trust

Mid Cap Stock Trust

Mid Value Trust

Money Market Trust B

Mutual Shares Trust

New Income Trust

Real Estate Equity Trust

Real Return Bond Trust

Science & Technology Trust

Short Term Government Income Trust

Small Cap Opportunities Trust

Small Cap Value Trust

Small Company Growth Trust

Small Company Trust

Small Company Value Income Trust

Total Bond Market Trust B

Total Return Trust

U.S. Equity Trust

Utilities Trust

 

50% in the case of Value Trust.

 

Additional Information Regarding Fundamental Restrictions

 

The following discussion provides additional information about the Fundamental Restrictions set forth above.

 

Concentration. While the 1940 Act does not define what constitutes “concentration” in an industry, the staff of the SEC takes the position that any fund that invests more than 25% of its total assets in a particular industry (excluding the U.S. government, its agencies or instrumentalities) is deemed to be “concentrated” in that industry. For purposes of each fund’s fundamental investment restriction regarding concentration, the fund will take into account the concentration policies of the underlying funds in which the fund invests. With respect to a fund's investment in loan participations, if any, the fund treats both the borrower and the financial intermediary under a loan participation as issuers for purposes of determining whether the fund has concentrated in a particular industry.

 

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Borrowing. The 1940 Act permits a fund to borrow money in amounts of up to one-third of its total assets, at the time of borrowing, from banks for any purpose (a fund’s total assets include the amounts being borrowed). To limit the risks attendant to borrowing, the 1940 Act requires a fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings, not including borrowings for temporary purposes in an amount not exceeding 5% of the value of its total assets. “Asset coverage” means the ratio that the value of a fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings.

 

Commodities. Under the federal securities and commodities laws, certain financial instruments such as futures contracts and options thereon, including currency futures, stock index futures or interest rate futures, and certain swaps, including currency swaps, interest rate swaps, swaps on broad-based securities indices and certain credit default swaps, may, under certain circumstances, also be considered to be commodities. Nevertheless, the 1940 Act does not prohibit investments in physical commodities or contracts related to physical commodities. Mutual funds typically invest in futures contracts and related options on these and other types of commodity contracts for hedging purposes, to implement tax or cash management strategies, or to enhance returns.

 

Loans. Although the 1940 Act does not prohibit a fund from making loans, SEC staff interpretations currently prohibit funds from lending more than one-third of their total assets, except through the purchase of debt obligations or the use of repurchase agreements. A repurchase agreement is an agreement to purchase a security, coupled with an agreement to sell that security back to the original seller on an agreed-upon date at a price that reflects current interest rates. The SEC frequently treats repurchase agreements as loans.

 

Senior Securities. “Senior securities” are defined as fund obligations that have a priority over a fund’s shares with respect to the payment of dividends or the distribution of fund assets. The 1940 Act prohibits a fund from issuing any class of senior securities or selling any senior securities of which it is the issuer, except that a fund is permitted to borrow from a bank so long as, immediately after such borrowings, there is an asset coverage of at least 300% for all borrowings of the fund (not including borrowings for temporary purposes in an amount not exceeding 5% of the value of a fund’s total assets). In the event that such asset coverage falls below this percentage, a fund must reduce the amount of its borrowings within three days (not including Sundays and holidays) so that the asset coverage is restored to at least 300%. The fundamental investment restriction regarding senior securities will be interpreted so as to permit collateral arrangements with respect to swaps, options, forward or futures contracts or other derivatives, or the posting of initial or variation margin.

 

Reorganization/Exchange/Corporate Action . Each fund may voluntarily participate in actions (for example, rights offerings, conversion privileges, exchange offers, credit event settlements, etc.) where the issuer or counterparty offers securities or instruments to holders or counterparties, such as a fund, and the acquisition is determined to be beneficial to fund shareholders (“Voluntary Action”). Notwithstanding any percentage investment limitation listed under this “Investment Restrictions” section or any percentage investment limitation of the 1940 Act or rules thereunder, if a fund has the opportunity to acquire a permitted security or instrument through a Voluntary Action, and the fund will exceed a percentage investment limitation following the acquisition, it will not constitute a violation if, prior to the receipt of the securities or instruments and after announcement of the offering, the fund sells an offsetting amount of assets that are subject to the investment limitation in question at least equal to the value of the securities or instruments to be acquired.

 

With the exception of Fundamental Restriction No. 3, unless otherwise indicated, all percentage limitations on fund investments (as stated throughout this SAI or in the Prospectuses) that are not (i) specifically included in this “Investment Restrictions” section or (ii) imposed by the 1940 Act, rules thereunder, the Internal Revenue Code of 1986, as amended (the “Code”), or related regulations (the “Elective Investment Restrictions”), will apply only at the time a transaction is entered into unless the transaction is a Voluntary Action. In addition and notwithstanding the foregoing, for purposes of this policy, certain Non-Fundamental Investment Restrictions, as noted above, are also considered Elective Investment Restrictions. The percentage limitations and absolute prohibitions with respect to Elective Investment Restrictions are not applicable to a fund’s acquisition of securities or instruments through a Voluntary Action.

 

Fund Mergers. Immediately prior to a combination or merger of a fund (the “acquired fund”) into another fund, the acquired fund may in certain situations not comply with its investment policies.

____________

 

Except with respect to the fundamental investment restriction on borrowing, if a percentage restriction is adhered to at the time of an investment, a later increase or decrease in the investment’s percentage of the value of a fund’s total assets resulting from a change in such values or assets will not constitute a violation of the percentage restriction, except in the case of each Money Market Trust, where the percentage limitation of restriction (9) must be met at all times. Any subsequent change in a rating assigned by any rating service to a security (or, if unrated, any change in the subadvisors assessment of the security), or change in the percentage of portfolio assets invested in certain securities or other instruments, or change in the average duration of a fund’s investment, resulting from

 

57
 

 

market fluctuations or other changes in the fund’s total assets will not require the fund to dispose of an investment until the subadvisor determines that it is practicable to sell or close out the investment without undue market or tax consequences to the fund. In the event that rating services assign different ratings to the same security, the subadvisor will determine which rating it believes best reflects the security’s quality and risk at that time, which may be the higher of the several assigned ratings.

 

ADDITIONAL INVESTMENT RESTRICTIONS

 

INVESTMENT RESTRICTIONS THAT MAY BE CHANGED ONLY UPON 60 DAYS’ NOTICE TO SHAREHOLDERS

 

In order to comply with Rule 35d-1 under the 1940 Act, the following policies of the funds named below are subject to change only upon 60 days’ prior notice to shareholders. Each such policy generally requires the relevant fund to invest at least 80% of its net assets (plus any borrowings for investment purposes) in investments connoted by the fund’s name. Any other policy, other than one designated as a fundamental policy, is not subject to this 60-day notice requirement.

 

500 Index Trust B

 

Under normal market conditions, each of these funds invests at least 80% of its net assets (plus any borrowings for investment purposes) in: (a) the common stocks that are included in the S&P 500 Index; and (b) securities (which may or may not be included in the S&P 500 Index) that the subadvisor believes as a group will behave in a manner similar to the index.

 

Active Bond Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities.

 

Blue Chip Growth Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in the common stocks of large and medium-size blue chip growth companies.

 

Bond Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities and instruments.

 

Core Bond Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities.

 

Emerging Markets Value Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in emerging market securities.

 

Equity-Income Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities.

 

Financial Industries Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowing for investment purposes) are invested in companies that are principally engaged in financial services.

 

Global Bond Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed-income securities.

 

58
 

 

Health Sciences Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in common stocks of companies engaged in the research, development, production, or distribution of products or services related to health care, medicine, or the life sciences.

 

High Yield Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in high yield securities. The fund’s investments may include corporate bonds, preferred stocks, U.S. government and foreign securities, mortgage-backed securities, loan assignments or participations and convertible securities that have the following ratings (or, if unrated, are considered by the subadvisor to be of equivalent quality):

 

Rating Agency Corporate Bonds, Preferred Stocks and Convertible Securities
Moody’s Ba through C
S&P or Fitch BB through D

 

International Equity Index Trust B

 

Under normal market conditions, the fund invests at least 80% of its assets in securities listed in the MSCI All Country World Excluding U.S. Index (the “Index”), or American Depositary Receipts (ADRs) or Global Depositary Receipts (GDRs) representing such securities.

 

International Small Company Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of small cap companies.

 

Investment Quality Bond Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in investment grade bonds.

 

Mid Cap Index Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in: (a) the common stocks that are included in the S&P 400 Index; and (b) securities (which may or may not be included in the S&P 400 Index) that the subadvisor believes as a group will behave in a manner similar to the index.

 

Mid Cap Stock Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of mid-sized companies.

 

Real Estate Securities Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of real estate companies.

 

Real Return Bond Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus borrowings for investment purposes) in bonds (either through cash market purchases, forward commitments, or derivative instruments) of varying maturities issued by the U.S. and foreign governments, their agencies or instrumentalities, and corporations.

 

59
 

 

Science & Technology Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in the common stocks of companies expected to benefit from the development, advancement, and use of science and technology.

 

Small Cap Growth Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in small cap companies.

 

Small Cap Index Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in: (a) the common stocks that are included in the Russell 2000 Index; and (b) securities (which may or may not be included in the Russell 2000 Index) that the subadvisor believes, as a group, will behave in a manner similar to the index.

 

Small Cap Opportunities Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in small cap companies.

 

Small Cap Value Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in small cap companies.

 

Small Company Growth Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of small cap companies.

 

Small Company Value Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in companies with market capitalizations that do not exceed the maximum market capitalization of any security in the Russell 2000 Index.

 

Total Bond Market Trust B

 

Under normal market conditions, each of these funds invests at least 80% of its net assets (plus any borrowing for investment purposes) in bonds.

 

Total Stock Market Index Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in: (a) the common stocks that are included in the Wilshire 5000 Index; and (b) securities (which may or may not be included in the Wilshire 5000 Index) that the subadvisor believes, as a group, will behave in a manner similar to the index.

 

U.S. Equity Trust

 

Under normal market conditions, the fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities.

 

Utilities Trust

 

Under normal market conditions, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of companies in the utilities industry.

 

60
 

 

PORTFOLIO TURNOVER

 

The annual rate of portfolio turnover will normally differ for each fund and may vary from year to year as well as within a year. A high rate of portfolio turnover (100% or more) generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the fund. No portfolio turnover rate can be calculated for the Money Market Trusts due to the short maturities of the instruments purchased. Portfolio turnover is calculated by dividing the lesser of purchases or sales of fund securities during the fiscal year by the monthly average of the value of the fund’s portfolio securities. (Excluded from the computation are all securities, including options, with maturities at the time of acquisition of one year or less). Portfolio turnover rates can change from year to year due to various factors, including, among others, portfolio adjustments made in response to market conditions. The portfolio turnover rates for the funds for the years ended December 31, 2014 and 2013 were as follows:

 

Fund 2014 2013
500 Index Trust B 2% 4%
Active Bond Trust 62% 82%
All Cap Core Trust 249% 180%
Alpha Opportunities Trust 109% 121%
Blue Chip Growth Trust 26% 27%
Bond Trust 104% 104%
Capital Appreciation Trust 33% 38%
Capital Appreciation Value Trust 69% 71%
Core Bond Trust 356% 326%
Core Strategy Trust 5% 8%
Currency Strategies Trust N/A N/A
Emerging Markets Value Trust 17% 9%
Equity-Income Trust 9% 9%
Financial Industries Trust 113% 3%
Franklin Templeton Founding Allocation Trust 4% 3%
Fundamental All Cap Core Trust 46% 41%
Fundamental Large Cap Value Trust 29% 40%
Global Bond Trust 69% 123%
Global Trust 17% 14%
Health Sciences Trust 50% 57%
High Yield Trust 72% 99%
Income Trust 27% 22%
International Core Trust 75% 47%
International Equity Index Trust B 3% 3%
International Growth Stock Trust 23% 29%
International Small Company Trust 20% 10%
International Value Trust 34% 31%
Investment Quality Bond Trust 109% 79%
Lifecycle 2010 Trust N/A N/A
Lifecycle 2015 Trust N/A N/A
Lifecycle 2020 Trust N/A N/A
Lifecycle 2025 Trust N/A N/A
Lifecycle 2030 Trust N/A N/A
Lifecycle 2035 Trust N/A N/A
Lifecycle 2040 Trust N/A N/A
Lifecycle 2045 Trust N/A N/A
Lifecycle 2050 Trust N/A N/A
Lifestyle Aggressive MVP 31% 21%
Lifestyle Aggressive PS Series 38%             1
Lifestyle Balanced MVP 20% 9%
Lifestyle Balanced PS Series 27% 37%
Lifestyle Conservative MVP 33% 5%
Lifestyle Conservative PS Series 56% 22%
Lifestyle Growth MVP 18% 11%
1.  Less than 1%    

 

61
 

 

Fund 2014 2013
Lifestyle Growth PS Series 18% 46%
Lifestyle Moderate MVP 26% 7%
Lifestyle Moderate PS Series 38% 36%
Mid Cap Index Trust 14% 14%
Mid Cap Stock Trust 103% 116%
Mid Value Trust 32% 37%
Mutual Shares Trust 19% 27%
New Income Trust 54% 57%
Real Estate Securities Trust 131% 104%
Real Return Bond Trust 122% 70%
Science & Technology Trust 100% 105%
Short Term Government Income Trust 46% 55%
Small Cap Growth Trust 83% 114%
Small Cap Index Trust 20% 17%
Small Cap Opportunities Trust 40% 22%
Small Cap Value Trust 22% 24%
Small Company Growth Trust 30% 32%
Small Company Value Trust 16% 7%
Strategic Equity Allocation Trust 13% 19%
Strategic Income Opportunities Trust 50% 45%
Total Bond Market Trust B 64% 62%
Total Return Trust 89% 162%
Total Stock Market Index Trust 5% 3%
Ultra Short Term Bond Trust 69% 135%
U.S. Equity Trust 55% 28%
Utilities Trust 53% 58%
Value Trust 49% 42%

 

Prior rates of portfolio turnover do not provide an accurate guide as to what the rate will be in any future year, and prior rates are not a limiting factor when it is deemed appropriate to purchase or sell securities for a fund.

 

MANAGEMENT OF JHVIT

 

The business of JHVIT, an open-end management investment company, is managed by the Board, including certain Trustees who are not “interested persons” (as defined in the 1940 Act) of the funds or the Trust (the “Independent Trustees”). The Trustees elect officers who are responsible for the day-to-day operations of the funds and the Trust’s other series and who execute policies formulated by the Trustees. Several of the Trustees and officers of JHVIT are also officers or Directors of the Advisor, or officers or Directors of the principal distributor to the funds, John Hancock Distributors, LLC (the “Distributor”). Each Trustee oversees all of the Trust’s series and other funds in the John Hancock Fund Complex, (as defined below).

 

The tables below present certain information regarding the Trustees and officers of JHVIT, including their principal occupations which, unless specific dates are shown, are of at least five years’ duration. In addition, the table includes information concerning other directorships held by each Trustee in other registered investment companies or publicly traded companies. Information is listed separately for each Trustee who is an “interested person” (as defined in the 1940 Act) of JHVIT (the “Non-Independent Trustee”) and the Independent Trustees. As of April 1, 2015, the John Hancock Fund Complex consisted of 222 funds (including separate series of series mutual funds): John Hancock Collateral Trust (“JHCT”) (1 fund); John Hancock Variable Insurance Trust (“JHVIT”) (79 funds); John Hancock Funds II (“JHF II”) (97 funds); John Hancock Funds III (“JHF III”) (10 funds); and 35 other John Hancock funds consisting of 25 series of other John Hancock trusts and 10 closed-end funds. Each Trustee, other than James R. Boyle, was most recently elected to serve on the Board at a shareholder meeting held on November 7, 2012. The Board appointed Mr. Boyle to serve as a Non-Independent Trustee on March 10, 2015. The address of each Trustee and officer of the Trust is 601 Congress Street, Boston, Massachusetts 02210.

 

62
 

 

Independent Trustees

 

Name
(Year of Birth)
Position with
JHVIT   (1)
Principal Occupation(s) and other Directorships During Past 5
Years
Number of John
Hancock Funds
Overseen by
Trustee

Charles L. Bardelis

(1941)

Trustee

(since 1988)

Director, Island Commuter Corp. (marine transport).

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust (since 1988); Trustee, John Hancock Funds II (since 2005).

 

222

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 (since 2004); Director, Symetra Financial Corporation (since 2010); Director, PMA Capital Corporation (2004-2010).

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005).

 

222

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; Chairman (since 2009) and Director (since 2006), Lincoln National Corporation (insurance); Director, Southwest Airlines (since 2000); former Director, Introgen (manufacturer of biopharmaceuticals) (until 2008); former Director, Hicks Acquisition Company I, Inc. (until 2007); former Director, Texas Exchange Bank, SSB (formerly Bank of Crowley) (until 2009); former Advisory Director, JPMorgan Chase Bank (formerly Texas Commerce Bank–Austin) (until 2009);former Director, LIN Television (2009-2014).

 

Trustee, John Hancock retail funds (2) (since 1986); Trustee, John Hancock Variable Insurance Trust (since 2012); Trustee, John Hancock Funds II (2005-2006 and since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222

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, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2008).

 

222

 

63
 

 

Name
(Year of Birth)
Position with
JHVIT   (1)
Principal Occupation(s) and other Directorships During Past 5
Years
Number of John
Hancock Funds
Overseen by
Trustee

Theron S. Hoffman

(1947)

Trustee

(since 2008)

Chief Executive Officer, T. Hoffman Associates, LLC (consulting firm) (since 2003); Director, The Todd Organization ( consulting firm) (2003–2010); President, Westport Resources Management (investment management consulting firm) (2006–2008); Senior Managing Director, Partner, and Operating Head, Putnam Investments (2000–2003); Executive Vice President, The Thomson Corp. (financial and legal information publishing) (1997–2000) .

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2008).

 

222

Deborah C. Jackson

(1952)

Trustee

(since 2012)

President, Cambridge College, Cambridge, Massachusetts (since 2011); 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 American Student Assistance Corporation (1996–2009); Board of Directors of Boston Stock Exchange (2002–2008); Board of Directors of Harvard Pilgrim Healthcare (health benefits company) (2007–2011).

 

Trustee, John Hancock retail funds (2) (since 2008); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222

Hassell H. McClellan

(1945)

Trustee

(since 2005)

Trustee, Virtus Variable Insurance Trust (formerly Phoenix Edge Series Funds) (since 2008); Director, The Barnes Group (since 2010); Associate Professor, The Wallace E. Carroll School of Management, Boston College (retired 2013).

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005).

 

222

James M. Oates

(1946)

Trustee

(since 2004)

Chairman
(since 2005)

Managing Director, Wydown Group (financial consulting firm) (since 1994); Chairman and Director, Emerson Investment Management, Inc. (since 2000); Independent Chairman, Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services company) (1997–2011); Director, Stifel Financial (since 1996); Director, Investor Financial Services Corporation (1995–2007); Director, Connecticut River Bancorp (1998-2014); Director, Virtus Funds (formerly Phoenix Mutual Funds) (since 1988).

 

Trustee and Chairperson of the Board, John Hancock Collateral Trust (since 2015); Trustee and Chairperson of the Board, John Hancock retail funds (2) (since 2012); Trustee (2005-2006 and since 2012) and Chairperson of the Board (since 2012), John Hancock Funds III; Trustee (since 2004) and Chairperson of the Board (since 2005), John Hancock Variable Insurance Trust; Trustee and Chairperson of the Board, John Hancock Funds II (since 2005).

 

222

 

64
 

 

Name
(Year of Birth)
Position with
JHVIT   (1)
Principal Occupation(s) and other Directorships During Past 5
Years
Number of John
Hancock Funds
Overseen by
Trustee

Steven R. Pruchansky

(1944)

Trustee and Vice Chairman

(since 2012)

Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); 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 (since 2014); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991).

 

Trustee (since 1992) and Chairperson of the Board (2011-2012), John Hancock retail funds (2) ; Trustee and Vice Chairperson of the Board, John Hancock retail funds, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, and Vice Chairperson of the Board, John Hancock Collateral Trust (since 2015).

 

222

Gregory A Russo

(1949)

Trustee

(since 2012)

Director and Audit Committee Chairman (since 2012), and Member, Audit Committee and Finance Committee (since 2011), NCH Healthcare System, Inc. (holding company for multi-entity healthcare system); Chairman (since 2014) and Director and Member (since 2012) of Finance Committee, The Moorings, Inc. (nonprofit continuing care community); Vice Chairman, Risk & Regulatory Matters, KPMG LLP (KPMG) (2002–2006); Vice Chairman, Industrial Markets, KPMG (1998–2002); Chairman and Treasurer, Westchester County, New York, Chamber of Commerce (1986–1992); Director, Treasurer and Chairman of Audit and Finance Committees, Putnam Hospital Center (1989–1995); Director and Chairman of Fundraising Campaign, United Way of Westchester and Putnam Counties, New York (1990–1995).

 

Trustee, John Hancock retail funds (2) (since 2008); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222

 

____________

(1) Because JHVIT does not hold regular annual shareholders meetings, each Trustee holds office for an indefinite term until his or her successor is duly elected and qualified or until he/she dies, retires, resigns, is removed or becomes disqualified.

(2) “John Hancock retail funds” is comprised of John Hancock Funds III and 35 other John Hancock funds consisting of 25 series of other John Hancock trusts and 10 closed-end funds.

 

65
 

Non-Independent Trustees

 

Name
(Year of Birth)
Position with
JHVIT   (1)
Principal Occupation(s) and other Directorships During Past 5
Years
Number of John
Hancock Funds
Overseen by
Trustee

James R. Boyle (2)

(1959)

 

Trustee

(since 2015)

Chairman, HealthFleet, Inc., (healthcare) (since 2014); Executive Vice President and Chief Executive Officer, U.S. Life Insurance Division of Genworth Financial, Inc. (insurance) (January 2014-July 2014); Senior Executive Vice President, Manulife Financial, president and Chief Executive Officer, John Hancock (1999-2012); Chairman and Director, John Hancock Advisers, LLC, John Hancock Funds, LLC, John Hancock Funds, LLC, and John Hancock Investment Management Services, LLC (2005-2010).

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (3) (2005–2010; 2012-2014 and since 2015); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (2005-2014 and since 2015).

 

222
Craig Bromley (2)
(1966)

Trustee

(since 2012)

President, John Hancock Financial Services (since 2012); Senior Executive Vice President and General Manager, U. S. Division, Manulife Financial Corporation (since 2012); President and Chief Executive Officer, Manulife Insurance Company (Manulife (Japan)) (2005-2012, including prior positions).

 

Trustee, John Hancock retail funds (3) , John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222
Warren A. Thomson (2)
(1955)

Trustee

(since 2012)

Senior Executive Vice President and Chief Investment Officer, Senior Executive Vice President and Chief Investment Officer, Manulife Financial Corporation and The Manufacturers Life Insurance Company (since 2009); Chairman, Manulife Asset Management (since 2001, including prior positions); Director and Chairman, Manulife Asset Management Limited (since 2006); Director and Chairman, Hancock Natural Resources Group, Inc. (since 2013).

 

Trustee, John Hancock retail funds (3) , John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222

____________

(1) Because JHVIT does not hold regular annual shareholders meetings, each Trustee holds office for an indefinite term until his or her successor is duly elected and qualified or until he dies, retires, resigns, is removed or becomes disqualified.

 

(2) The Trustee is a Non-Independent Trustee due to current or former positions with the Advisor and certain of its affiliates.

 

(3) “John Hancock retail funds” is comprised of John Hancock Funds III and 35 other John Hancock funds consisting of 25 series of other John Hancock trusts and 10 closed-end funds.

 

66
 

 

Principal Officers who are not Trustees

 

Name
(Year of Birth)
Position with
JHVIT (1)
Principal Occupations During Past 5 Years

Andrew G. Arnott

(1971)

 

President

(since 2014)

Senior Vice President, John Hancock Financial Services (since 2009); Director and Executive Vice President, John Hancock Advisers, LLC (since 2005, including prior positions); Director and Executive Vice President, John Hancock Investment Management Services, LLC (since 2006, including prior positions); President, John Hancock Funds, LLC (since 2004, including prior positions); President, John Hancock retail funds (2) , John Hancock Variable Insurance Trust and John Hancock Funds II (since 2007, including prior positions); President, John Hancock Collateral Trust (since 2015).

 

John J. Danello
(1955)

Senior Vice President (since 2006, including prior positions); and Secretary and Chief Legal Officer (since 2014).

 

Vice President and Chief Counsel, John Hancock Wealth Management (since 2005); Senior Vice President (since 2007) and Chief Legal Counsel (2007-2010), John Hancock Funds, LLC and The Berkeley Financial Group, LLC; Senior Vice President (since 2006, including prior positions) and Chief Legal Officer and Secretary (since 2014), John Hancock retail funds (2) and John Hancock Variable Insurance Trust; Senior Vice President, Chief Legal Officer and Secretary (since 2015), John Hancock Collateral Trust; Vice President, John Hancock Life & Health Insurance Company (since 2009); Vice President, John Hancock Life Insurance Company (USA) and John Hancock Life Insurance Company of New York (since 2010); and Senior Vice President, Secretary, and Chief Legal Counsel (2007-2014, including prior positions) of John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC.

 

Francis V. Knox, Jr.

(1947)

Chief Compliance Officer (“CCO”)

(since 2005)

 

Vice President, John Hancock Financial Services (since 2005); Chief Compliance Officer, John Hancock retail funds (2) , John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Advisers, LLC, and John Hancock Investment Management Services, LLC (since 2005); Chief Compliance Officer, John Hancock Collateral Trust (since 2015).

 

Charles A. Rizzo

(1959)

Chief Financial Officer

(since 2007)

 

Vice President, John Hancock Financial Services (since 2008); Senior Vice President, John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC (since 2008); Chief Financial Officer, John Hancock retail funds (2) , John Hancock Variable Insurance Trust and John Hancock Funds II (since 2007); Chief Financial Officer, John Hancock Collateral Trust (since 2015).

 

Salvatore Schiavone

(1965)

Treasurer

(since 2012)

Assistant Vice President, John Hancock Financial Services (since 2007); Vice President, John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC (since 2007); Treasurer, John Hancock retail funds (2) (since 2007, including prior positions); Treasurer, John Hancock Variable Insurance Trust and John Hancock Funds II (2007–2009 and since 2010, including prior positions); Treasurer, John Hancock Collateral Trust (since 2015).

 

(1) Each officer holds office for an indefinite period of time until his or her successor is duly elected and qualified or until he or she dies, retires, resigns, is removed or becomes disqualified.

 

(2) “John Hancock retail funds” is comprised of John Hancock Funds III and 35 other John Hancock funds consisting of 25 series of other John Hancock trusts and 10 closed-end funds.

 

Additional Information About the Trustees

 

In addition to the description of each Trustee’s Principal Occupation(s) and Other Directorships set forth above, the following provides further information about each Trustee’s specific experience, qualifications, attributes or skills. The information in this section should not be understood to mean that any of the Trustees is an “expert” within the meaning of the federal securities laws.

 

There are no specific required qualifications for Board membership. The Board believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each Trustee represent a diversity of experiences and a variety of complementary skills. Each Trustee has experience as a Trustee of the Trust, as well as experience as a Trustee of other John Hancock funds. It is the Trustees’ belief that this allows the Board, as a whole, to oversee the business of the funds in a manner

 

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consistent with the best interests of the funds’ shareholders. When considering potential nominees to fill vacancies on the Board, and as part of its annual self-evaluation, the Board reviews the mix of skills and other relevant experiences of the Trustees.

 

Charles L. Bardelis – As a director and former chief executive of an operating company, Mr. Bardelis has experience with a variety of financial, staffing, regulatory and operational issues. He also has experience as a director of publicly traded companies.

 

James R. Boyle — Through his former positions as chairman and director of the Advisor, position as a senior executive of MFC, the Advisor’s parent company, and positions with other affiliates of the Advisor, Mr. Boyle has experience in the development and management of registered investment companies, variable annuities and retirement products, enabling him to provide management input to the Board. He also has experience as a senior executive of healthcare and insurance companies.

 

Craig Bromley – Through his positions as President and Chief Executive Officer of Manulife Life Insurance Company (Manulife Japan), positions as a senior executive of Manulife Financial, the Advisor’s parent company, and positions with other affiliates of the Advisor, Mr. Bromley has experience as a strategic business builder, expanding product offerings and distribution, enabling him to provide valuable management input to the Board.

 

Peter S. Burgess – As a financial consultant and certified public accountant, and a 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 — As a consultant to nonprofit and corporate boards, and as a former director and executive of an investment management firm, Ms. Fey has experience in the investment management industry. She also has experience as a director of an operating company.

 

Theron S. Hoffman – As a consultant and as a former senior executive and director of several large public and private companies, including a global reinsurance company and a large investment management firm, Mr. Hoffman has extensive experience in corporate governance, business operations and new product development. In addition, his prior service as chair of corporate pension trusts has given him experience in the oversight of investment managers.

 

Deborah C. Jackson – Ms. Jackson has management and operational oversight experience as the president of a college and as the former chief executive officer of a major charitable organization. She also has oversight and corporate governance experience as a current and former director of various corporate organizations, including a bank, an insurance company, a regional stock exchange and nonprofit entities.

 

Hassell H. McClellan – As a professor in the graduate management department of a major university 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.

 

James M. Oates – As a senior officer and director of investment management companies, Mr. Oates has experience in investment management. Mr. Oates previously served as chief executive officer of two banks. He also has experience as a director of publicly traded companies and investment companies not affiliated with the funds.

 

Steven R. Pruchansky – Mr. Pruchansky has entrepreneurial, executive and financial experience as a chief executive officer of an operating services company and a current and former director of real estate and banking companies.

 

Gregory A. Russo – As a certified public accountant and former partner in a major independent registered public accounting firm, Mr. Russo has accounting and executive experience. He also has experience as a current and former director of various operating entities.

 

Warren A. Thomson – Through his positions as Chairman of Manulife Asset Management and Chief Investment Officer of MFC, the Advisor’s parent company, Mr. Thomson has experience in the management of investments, registered investment companies, variable annuities and retirement products, enabling him to provide management input to the Board.

 

Duties of Trustees; Committee Structure

 

The Trust is organized as a Massachusetts business trust. Under the Declaration of Trust, the Trustees are responsible for managing the affairs of the Trust, including the appointment of advisers and subadvisors. Each Trustee has the experience, skills, attributes or qualifications described above (see “Principal Occupation(s) and Other Directorships” and “Additional Information About the Trustees” above). The Board appoints officers who assist in managing the day-to-day affairs of the Trust. The Board met six times during the latest fiscal year.

 

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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 has also designated a Vice Chairperson to serve in the absence of the Chairperson. Except for any duties specified in this SAI or pursuant to the Trust’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 Chairman to be integral to promoting effective independent oversight of the funds’ operations and meaningful representation of the shareholders’ interests, given the particular circumstances of the Trust. 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 Messrs. Bromley and Thomson as senior executives of MFC, the parent company of the Advisor and the Distributor, 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 the Trust.

 

Board Committees

 

The Board has established an Audit Committee; Compliance Committee; Contracts, Legal & Risk Committee; Nominating and Governance Committee; and an Investment 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. Bardelis, Burgess and Hoffman). Mr. Burgess serves as Chairperson of this Committee. This Committee met four times during the Trust’s last fiscal year to review the internal and external accounting and auditing procedures of the Trust and, among other things, to consider the selection of an independent registered public accounting firm for the Trust, approve all significant services proposed to be performed by its independent registered public accounting firm and to consider the possible effect of such services on its independence.

 

Compliance Committee . The Board also has a standing Compliance Committee (Ms. Jackson and Messrs. Cunningham and McClellan). This Committee reviews and makes recommendations to the full Board regarding certain compliance matters relating to the Trust. Mr. McClellan serves as Chairperson of this Committee. This Committee met four times during the last fiscal year.

 

Contracts, Legal & Risk Committee . The Board also has a standing Contracts, Legal & Risk Committee (Ms. Fey and Messrs. Pruchansky and Russo). This Committee oversees the initiation, operation, and renewal of 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 affairs of the fund, as well any significant regulatory and legislative actions or proposals affecting or relating to the fund or its serve providers. The Committee also assists the Board in its oversight role with respect to the processes pursuant to which the Advisor and the subadvisor identify, manage and report the various risks that affect or could affect the fund. Mr. Russo serves as Chairperson of this Committee. This Committee met once during the last fiscal year.

 

Nominating and Governance Committee. The Board also has a Nominating and Governance Committee composed of all of the Independent Trustees. This Committee met three times during the last fiscal year. This Committee will consider nominees recommended by Trust shareholders. Nominations should be forwarded to the attention of the Secretary of the Trust at 601 Congress Street, Boston, Massachusetts 02210. 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.

 

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Investment Committee . The Board also has an Investment Committee composed of all of the Trustees. The Investment Committee has five subcommittees with the Trustees divided among the five subcommittees (each an “Investment Sub-Committee”). Each Investment Sub-Committee reviews investment matters relating to a particular group of funds and coordinates with the full Board regarding investment matters. Mses. Fey and Jackson and Messrs. Hoffman, Bardelis and Cunningham serve as Chairpersons of the Investment Sub-Committees. The Investment Committee met five times during the last fiscal year.

 

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’ Chief Compliance Officer (“CCO”) and other service providers to the funds. The Advisor has primary responsibility for the funds’ risk management on a day-to-day basis as a part of its overall responsibilities. The funds’ subadvisors, subject to oversight of the Advisor, are primarily responsible for managing investment and financial risks as a part of their day-to-day investment responsibilities, as well as operational and compliance risks at their respective firms. 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 five 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 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 fund’s advisor on a periodic basis regarding the risks facing the fund, 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,

 

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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.

 

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

 

Trustees are reimbursed for travel and other out-of-pocket expenses. Each Independent Trustee and Mr. Boyle receives in the aggregate from the Trusts and the other open-end funds in the John Hancock Funds Complex an annual retainer of $210,000, a fee of $17,000 for each regular meeting of the Trustees that he or she attends in person and a fee of $2,500 for each special meeting of the Trustees that he or she attends in person. The Chairperson of the Board receives an additional retainer of $160,000. The Vice Chairperson of the Board receives an additional retainer of $12,000. 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 provides information regarding the compensation paid by JHVIT and the other investment companies in the John Hancock Fund Complex to the Independent Trustees for their services during JHVIT’s fiscal year ended December 31, 2014.

 

Compensation Table (1)

 

TRUSTEE TOTAL COMPENSATION
FROM JHVIT
TOTAL COMPENSATION FROM JHVIT 
AND THE JOHN HANCOCK  FUND COMPLEX (2)
Independent Trustees    
Charles L. Bardelis $ 98,150 $345,000
Peter S. Burgess $104,850 $365,000
William H. Cunningham $98,150 $345,000
Grace K. Fey $98,150 $345,000
Deborah C. Jackson $98,150 $345,000
Theron S. Hoffman $98,150 $345,000
Hassell H. McClellan $104,850 $365,000
James M. Oates $146,550 $485,000
Steven R. Pruchansky $98,150 $345,000
Gregory A. Russo $104,850 $365,000
Interested Trustees    
James R. Boyle (3)    
Craig Bromley    
Warren A. Thomson    

 

(1) Compensation received for services as a Trustee for the fiscal year ended December 31, 2014. None of the John Hancock Trusts has a pension or retirement plan for any of its Trustees or officers. With respect to Messrs. Cunningham and Pruchansky, the John Hancock Fund Complex compensation for this period included fees deferred under the John Hancock Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, which was terminated in November 2012, Messrs. Cunningham and Pruchansky had elected to have their deferred fees invested in shares of one or more funds in the John Hancock Fund Complex, with the amounts ultimately payable to them to be determined based upon the performance of such investments. Deferral of Trustees’ fees did not obligate the John Hancock funds to retain the services of either such Trustee or obligate such funds to pay any particular level of compensation to the Trustee. Under these circumstances, neither such Trustee was the legal owner of the underlying shares, but did realize any positive or negative return on those shares to the same extent as all other shareholders. As a result of the termination of the Deferred Compensation Plan, the amounts remaining in the Plan for these Trustees were paid in full in February 2014.

 

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(2) There were approximately 222 series in the John Hancock Fund Complex as of December 31, 2014.

 

(3) Mr. Boyle joined the Board effective as of March 10, 2015.

 

Trustee Ownership of Funds

 

The table below lists the amount of securities of each JHVIT 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, beneficially owned by each Trustee as of December 31, 2014 (excluding those funds that had not yet commenced operations as of December 31, 2014). For purposes of this table, beneficial ownership is defined to mean a direct or indirect pecuniary interest. Trustees may own shares beneficially through group annuity contracts. Exact dollar amounts of securities held are not listed in the table. Rather, the ranges are identified according to the following key:

 

A — $0

B — $1 up to and including $10,000

C — $10,001 up to and including $50,000

D — $50,001 up to and including $100,000

E — $100,001 or more

         

 

FUNDS* 500 Index Trust B All Cap Core Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis B B E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman A A E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

FUNDS* American Growth-Income Trust American Growth Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman E D E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

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FUNDS* Bond Trust Capital Appreciation Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A B E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman D A E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

FUNDS* Capital Appreciation Value Trust Core Strategy Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman A A E
Hassell H. McClellan A A E
James M. Oates E E E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A E E

 

FUNDS* Financial Industries Trust American Global Growth Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman A C E
Hassell H. McClellan C A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

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FUNDS* Global Trust Lifestyle Aggressive MVP Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A E E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman D A E
Hassell H. McClellan C C E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

FUNDS* Lifestyle Balanced MVP Lifestyle Conservative MVP Entire
Complex
Independent Trustees A A E
Charles L. Bardelis B B E
Peter S. Burgess D A E
William H. Cunningham A A E
Grace K. Fey D A E
Deborah C. Jackson A A E
Theron S. Hoffman A A E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle D E E
Craig Bromley A A E
Warren A. Thomson A A E

 

FUNDS* Lifestyle Growth MVP Lifestyle Growth PS Series Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman A A E
Hassell H. McClellan A A E
James M. Oates A E E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle E E E
Craig Bromley A A E
Warren A. Thomson A A E

 

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FUNDS* Mid Cap Stock Trust Mutual Share Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman C E E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

 

FUNDS*

Science & Technology Trust Small Company Value Trust Value Trust Entire Complex
Independent Trustees A A A E
Charles L. Bardelis B A A E
Peter S. Burgess A A A E
William H. Cunningham A A A E
Grace K. Fey A A A E
Deborah C. Jackson A A A E
Theron S. Hoffman A A C E
Hassell H. McClellan A C A E
James M. Oates A A A E
Steven R. Pruchansky A A A E
Gregory A. Russo A A A E
Independent Trustees       E
James R. Boyle A A A E
Craig Bromley A A A E
Warren A. Thomson A A A E

 

________

* Only funds owned by a Trustee are listed.

 

INVESTMENT MANAGEMENT ARRANGEMENTS AND OTHER SERVICES

 

The Advisory Agreement

 

Subject to general oversight by the Board, the Advisor manages and supervises the investment operations and business affairs of the Funds. The Advisor provides the Funds with all necessary office facilities and equipment and any personnel necessary for the oversight and/or conduct of the investment operations of the Funds. The Advisor also coordinates and oversees the services provided to the Funds under other agreements, including custodial, administrative and transfer agency services. Additionally, the Advisor provides certain administrative and other non-advisory services to the Funds pursuant to a separate Service Agreement, as discussed below.

 

The Advisor selects, contracts with, and compensates one or more subadvisors to manage on a day-to-day basis all or a portion of the Fund’s portfolio assets subject to oversight by the Advisor. The Advisor may elect to manage the investment and reinvestment of the assets of a Fund directly, subject to the approval of the Board. In directly managing the assets, the Advisor will have responsibilities similar to those of a subadvisor under a subadvisory agreement, which are briefly described below.

 

The Advisor is responsible for overseeing and implementing a Fund’s investment program and provides a variety of advisory oversight and investment research services, including: (i) monitoring Fund portfolio compositions and risk profiles; and (ii) evaluating

 

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Fund investment characteristics, such as investment strategies, and recommending to the Board potential enhancements to such characteristics. The Advisor provides management and transition services associated with certain fund events (e.g., strategy, portfolio manager or subadvisor changes).

 

The Advisor has the responsibility to oversee the subadvisors and recommend to the Board: (i) the hiring, termination, and replacement of a subadvisor (in certain cases, subject to shareholder approval); and (ii) the allocation and reallocation of a Fund’s assets among multiple subadvisors, when appropriate. In this capacity, the Advisor negotiates with potential subadvisors and, once retained, among other things: (i) monitors the compliance of the subadvisor with the investment objectives and related policies of the fund; (ii) reviews the performance of the subadvisor; and (iii) reports periodically on such performance to the Board. The Advisor utilizes the expertise of a team of over 165 investment professionals in manager research and oversight who provide these research and monitoring services.

 

The shares of each fund are sold only to insurance companies and their separate accounts as the underlying investment medium for variable annuity, group annuity, and variable life insurance contracts (“variable contracts”). Two of these insurance companies, John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York, are affiliates of the Advisor (the “Affiliated Insurance Companies”). Under a service agreement, the Affiliated Insurance Companies perform administrative services for the funds in connection with the variable contracts for which they serve as the underlying investment medium. To compensate the Affiliated Insurance Companies for providing these services, the Advisor, not the funds, pays each Affiliated Insurance Company an administrative fee equal to 0.25% of the total average daily net assets of the funds attributable to variable contracts issued by the Affiliated Insurance Company. The Advisor may also pay an administrative fee to insurance companies that are nonaffiliated with the Advisor for performance of these administrative services.

 

JHVIT bears all costs of its organization and operation, including, but not limited to, expenses of preparing, printing and mailing all shareholders’ reports, notices, prospectuses, proxy statements and reports to regulatory agencies; expenses relating to the issuance, registration and qualification of shares; government fees; interest charges; expenses of furnishing to shareholders their account statements; taxes; expenses of redeeming shares; brokerage and other expenses connected with the execution of portfolio securities transactions; expenses pursuant to a fund’s plan of distribution; fees and expenses of custodians including those for keeping books and accounts maintaining a committed line of credit and calculating the NAV of shares; fees and expenses of transfer agents and dividend disbursing agents; legal, accounting, financial, management, tax and auditing fees and expenses of the fund (including an allocable portion of the cost of the Advisor’s employees rendering such services to the funds); the compensation and expenses of officers and Trustees (other than persons serving as President or Trustee who are otherwise affiliated with the fund, the Advisor or any of their affiliates); expenses of Trustees’ and shareholders’ meetings; trade association memberships; insurance premiums; and any extraordinary expenses.

 

Pursuant to the Advisory Agreement, the Advisor is not liable for any error of judgment or mistake of law or for any loss suffered by a fund in connection with the matters to which an Agreement relates, except a loss of resulting from willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of its duties or from its reckless disregard of its obligations and duties under the Agreement.

 

The continuation of the Advisory Agreement and the Distribution Agreement (discussed below) were each approved by all Trustees. The Advisory Agreement and the Distribution Agreement will continue in effect from year to year, provided that each Agreement’s continuance is approved annually both: (i) by the holders of a majority of the outstanding voting securities of the relevant fund or by Trustees; and (ii) by a majority of the Trustees who are not parties to the Agreement, or “interested persons” of any such parties. Each of these Agreements may be terminated on 60 days’ written notice by any party or by a vote of a majority of the outstanding voting securities of the funds and will terminate automatically if assigned.

 

Consulting Services. The Advisor has retained Milliman Financial Risk Management LLC (“Milliman”) to provide consulting services to the Advisor relating to the Lifestyle Aggressive MVP, Lifestyle Balanced MVP, Lifestyle Conservative MVP, Lifestyle Growth MVP and Lifestyle Moderate MVP (the “Lifestyle MVPs”). The Advisor pays consulting fees to Milliman out of its advisory fees. Milliman does not have discretionary authority over fund assets and cannot determine which securities the Lifestyle MVPs will purchase or sell.

 

Advisor Compensation. As compensation for its services under the Advisory Agreement, the Advisor receives a fee from the funds, computed separately for each as described in the Prospectus.

 

From time to time, the Advisor may reduce its fee or make other arrangements to limit a fund’s expenses to a specified percentage of average daily net assets. The Advisor retains the right to re-impose a fee and recover any other payments to the extent that, at the end of any fiscal year, the fund’s annual expenses fall below this limit. Prior to October 1, 2014, the Advisor may recapture operating

 

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expenses reimbursed or fees waived under previous expense limitation or waiver arrangements for a period of three years following the beginning of the month in which such reimbursement or waivers occurred.

 

For the fiscal year ended December 31, 2014 the Advisor recaptured expenses from the funds as follows:

 

Funds Expense Waivers and Reimbursements Recaptured in 2014
Lifestyle Growth PS Series $3,036
Lifestyle Balanced PS Series $5,108
Lifestyle Moderate PS Series $12,163

  

For the fiscal years ended December 31, 2014, 2013, and 2012, the aggregate investment advisory fees paid by JHVIT under the fee schedule then in effect including fees paid for funds that were subsequently liquidated or merged, without regard to expense limitations, were $376,562,108.05, $367,388,326.97, and $332,331,906.70, respectively, allocated among the funds as follows:

 

Fund 2014 2013 2012
500 Index Trust B      
Gross Fee $14,696,455 $12,470,735 $5,223,345
Waivers ($7,643,500) ($6,219,935) ($2,651,509)
Net Fee $7,052,955 $6,250,800 $2,571,836
Active Bond Trust      
Gross Fee $5,104,365 $6,554,821 $7,573,633
Waivers ($58,691) ($53,190) ($42,387)
Net Fee $5,045,674 $6,501,631 $7,531,246
All Cap Core Trust      
Gross Fee $2,825,545 $2,905,272 $2,798,403
Waivers ($25,154) ($18,571) ($12,102)
Net Fee $2,800,391 $2,886,701 $2,786,301
Alpha Opportunities Trust      
Gross Fee $8,227,860 $8,870,527 $8,875,159
Waivers ($313,821) ($204,765) ($30,773)
Net Fee $7,914,039 $8,665,762 $8,844,386
Blue Chip Growth Trust      
Gross Fee $14,301,376 $14,344,628 $13,983,657
Waivers ($682,815) ($648,522) ($598,967)
Net Fee $13,618,561 $13,696,106 $13,384,690
Bond Trust $52,952,786    
Gross Fee ($653,587) $44,808,705 $41,491,594
Waivers $52,299,199 ($393,075) ($243,538)
Capital Appreciation Trust      
Gross Fee $7,539,366 $7,624,846 $7,563,940
Waivers ($74,300) ($54,041) ($36,196)
Net Fee $7,465,066 $7,570,805 $7,527,744
Capital Appreciation Value Trust      
Gross Fee $2,919,982 $2,845,416 $2,692,238
Waivers ($144,286) ($133,516) ($121,347)
Net Fee $2,775,696 $2,711,900 $2,570,891
Core Bond Trust      
Gross Fee $7,522,101 $10,140,684 $10,236,148
Waivers ($86,163) ($85,606) ($58,593)
Net Fee $7,435,938 $10,055,078 $10,177,555
Core Strategy Trust      
Gross Fee $1,652,236 $462,900 $338,554
Waivers $0 $0 $0
Net Fee $1,652,236 $462,900 $338,554
Currency Strategies Trust      
Gross Fee N/A $0 $0

 

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Fund 2014 2013 2012
Waivers N/A $0 $0
Net Fee N/A $0 $0
Emerging Markets Value Trust      
Gross Fee $9,317,599 $10,329,273 $9,829,071
Waivers ($67,192) ($53,606) ($34,671)
Net Fee $9,250,407 $10,275,667 $9,794,400
Equity-Income Trust      
Gross Fee $16,123,335 $16,325,239 $15,893,606
Waivers ($770,599) ($738,386) ($681,498)
Net Fee $15,352,736 $15,586,853 $15,212,108
Financial Industries Trust      
Gross Fee $1,363,830 $1,294,575 $1,105,331
Waivers ($12,193) ($8,283) ($4,743)
Net Fee $1,351,637 $1,286,292 $1,100,588
Franklin Templeton Founding Allocation Trust      
Gross Fee $593,474 $579,096 $542,217
Waivers $0 $0 $0
Net Fee $593,474 $579,096 $542,217
Fundamental All Cap Core Trust      
Gross Fee $11,021,162 $10,075,624 $8,660,997
Waivers ($112,604) ($74,612) ($43,151)
Net Fee $10,908,558 $10,001,012 $8,617,846
Fundamental Large Cap Value Trust      
Gross Fee $7,887,850 $4,039,320 $3,139,896
Waivers ($87,422) ($31,539) ($15,698)
Net Fee $7,800,428 $4,007,781 $3,124,198
Global Bond Trust      
Gross Fee $5,721,844 $6,434,674 $6,805,707
Waivers ($56,069) ($45,329) ($32,611)
Net Fee $5,665,775 $6,389,345 $6,773,096
Global Trust      
Gross Fee $5,443,432 $5,239,950 $4,860,636
Waivers ($103,471) ($91,084) ($142,288)
Net Fee $5,339,961 $5,148,866 $4,718,348
Health Sciences Trust      
Gross Fee $2,866,338 $2,385,028 $1,864,646
Waivers ($161,624) ($134,951) ($102,246)
Net Fee $2,704,714 $2,250,077 $1,762,400
High Yield Trust      
Gross Fee $2,133,020 $2,336,581 $1,705,299
Waivers ($21,895) ($17,658) ($8,550)
Net Fee $2,111,125 $2,318,923 $1,696,749
Income Trust      
Gross Fee $3,627,067 $3,507,605 $3,277,716
Waivers ($31,206) ($21,817) ($13,773)
Net Fee $3,595,861 $3,485,788 $3,263,943
International Core Trust      
Gross Fee $7,173,360 $6,993,795 $6,005,827
Waivers ($55,753) ($39,463) ($22,780)
Net Fee $7,117,607 $6,954,332 $5,983,047
International Equity Index Trust B      
Gross Fee $3,579,707 $3,477,231 $1,821,940
Waivers ($1,538,444) ($1,456,715) ($836,222)
Net Fee $2,041,263 $2,020,516 $985,718

 

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Fund 2014 2013 2012
International Growth Stock Trust      
Gross Fee $4,315,102 $4,278,038 $2,453,099
Waivers ($37,513) ($26,880) ($10,000)
Net Fee $4,277,589 $4,251,158 $2,443,099
International Small Company Trust      
Gross Fee $1,061,855 $992,005 $937,773
Waivers ($7,700) ($5,213) ($141,763)
Net Fee $1,054,155 $986,792 $796,010
International Value Trust      
Gross Fee $9,437,690 $9,202,947 $8,057,177
Waivers ($81,030) ($57,554) ($432,171)
Net Fee $9,356,660 $9,145,393 $7,625,006
Investment Quality Bond Trust      
Gross Fee $1,911,165 $2,063,296 $2,258,107
Waivers ($22,608) ($17,480) ($13,056)
Net Fee $1,888,557 $2,045,816 $2,245,051

Lifecycle 2010 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0
Lifecycle 2015 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0
       
Lifecycle 2020 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0
Lifecycle 2025 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0
Lifecycle 2030 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0
Lifecycle 2035 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0
Lifecycle 2040 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0
Lifecycle 2045 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0
Lifecycle 2050 Trust      
Gross Fee $0 $0 $0
Waivers $0 $0 $0
Net Fee $0 $0 $0

 

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Fund 2014 2013 2012
Lifestyle Aggressive MVP      
Gross Fee $235,059 $190,146 $172,998
Waivers ($149,741) ($13,348) $0
Net Fee $85,318 $176,798 $172,998
Lifestyle Aggressive PS Series      
Gross Fee $19,336 $66 $0
Waivers ($19,336) ($66) $0
Net Fee $0 $0 $0
Lifestyle Balanced MVP      
Gross Fee $5,036,359 $4,991,357 $4,938,507
Waivers ($2,079,613) ($180,247) $0
Net Fee $2,956,746 $4,811,110 $4,938,507
Lifestyle Balanced PS Series      
Gross Fee $353,904 $87,252 $62,547
Waivers ($38,066) ($5,946) $43,674
Net Fee $315,838 $81,306 $106,221
Lifestyle Conservative MVP      
Gross Fee $956,505 $1,104,775 $1,175,283
Waivers ($450,292) ($45,011) $0
Net Fee $506,213 $1,059,764 $1,175,283
Lifestyle Conservative PS Series      
Gross Fee $69,811 $25,943 $22,359
Waivers ($33,163) ($22,681) ($21,032)
Net Fee $36,648 $3,262 $1,327
Lifestyle Growth MVP      
Gross Fee $6,650,420 $6,192,939 $5,755,080
Waivers ($2,571,808) ($225,180) $0
Net Fee $4,078,612 $5,967,759 $5,755,080
Lifestyle Growth PS Series      
Gross Fee $654,172 $94,844 $69,423
Waivers ($76,774) ($4,090) $38,658
Net Fee $577,398 $90,754 $108,081
Lifestyle Moderate MVP      
Gross Fee $1,489,476 $1,486,082 $1,470,705
Waivers ($659,147) ($62,005) $0
Net Fee $830,329 $1,424,077 $1,470,705
Lifestyle Moderate PS Series      
Gross Fee $120,390 $41,963 $30,803
Waivers ($10,768) ($454) ($7,768)
Net Fee $109,622 $41,509 $23,035
Mid Cap Index Trust      
Gross Fee $3,996,428 $3,458,981 $3,664,945
Waivers ($873,141) ($724,778) ($365,367)
Net Fee $3,123,287 $2,734,203 $3,299,578
Mid Cap Stock Trust      
Gross Fee $7,461,944 $6,958,703 $6,250,077
Waivers ($61,700) ($41,857) ($25,197)
Net Fee $7,400,244 $6,916,846 $6,224,880
Mid Value Trust      
Gross Fee $8,952,931 $8,155,747 $7,222,512
Waivers ($498,914) ($437,510) ($372,111)
Net Fee $8,454,017 $7,718,237 $6,850,401

 

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Fund 2014 2013 2012
Money Market Trust      
Gross Fee $11,046,345 $13,650,963 $16,186,744
Waivers ($8,134,346) ($7,808,607) ($6,911,021)
Net Fee $2,911,999 $5,842,356 $9,275,723
Money Market Trust B      
Gross Fee $2,185,306 $2,525,970 $2,743,008
Waivers ($1,667,122) ($1,596,195) ($1,385,036)
Net Fee $518,184 $929,775 $1,357,972
Mutual Shares Trust      
Gross Fee $6,231,736 $6,144,437 $5,904,880
Waivers ($45,846) ($33,209) ($83,310)
Net Fee $6,185,890 $6,111,228 $5,821,570
New Income Trust      
Gross Fee $12,689,299 $17,320,857 $17,432,063
Waivers ($419,471) ($559,329) ($513,715)
Net Fee $12,269,828 $16,761,528 $16,918,348
Real Estate Securities Trust      
Gross Fee $2,892,252 $2,802,107 $2,842,722
Waivers ($28,562) ($19,712) ($13,607)
Net Fee $2,863,690 $2,782,395 $2,829,115
Real Return Bond Trust      
Gross Fee $628,589 $809,198 $931,145
Waivers ($47,150) ($5,608) ($4,450)
Net Fee $581,439 $803,590 $926,695
Science & Technology Trust      
Gross Fee $4,701,091 $3,830,091 $3,892,798
Waivers ($195,896) ($145,091) ($112,977)
Net Fee $4,505,195 $3,685,000 $3,779,821
Short Term Government Income Trust      
Gross Fee $2,214,718 $2,734,409 $3,140,137
Waivers ($27,267) ($23,912) ($18,918)
Net Fee $2,187,451 $2,710,497 $3,121,219
Small Cap Growth Trust      
Gross Fee $5,552,695 $4,858,971 $4,304,951
Waivers ($36,408) ($23,109) ($13,698)
Net Fee $5,516,287 $4,835,862 $4,291,253
Small Cap Index Trust      
Gross Fee $2,130,460 $1,903,995 $2,083,696
Waivers ($235,483) ($195,729) ($101,602)
Net Fee $1,894,977 $1,708,266 $1,982,094
Small Cap Opportunities Trust      
Gross Fee $2,918,385 $1,829,174 $1,575,111
Waivers ($281,758) ($167,707) ($139,219)
Net Fee $2,636,627 $1,661,467 $1,435,892
Small Cap Value Trust      
Gross Fee $7,697,995 $7,504,596 $6,461,566
Waivers ($51,037) ($36,156) ($20,759)
Net Fee $7,646,958 $7,468,440 $6,440,807
Small Company Growth Trust      
Gross Fee $1,456,011 $1,193,347 $1,045,774
Waivers ($10,002) ($5,999) ($3,514)
Net Fee $1,446,009 $1,187,348 $1,042,260

 

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Fund 2014 2013 2012
Small Company Value Trust      
Gross Fee $3,962,382 $4,093,463 $3,833,367
Waivers ($231,786) ($231,425) ($209,374)
Net Fee $3,730,596 $3,862,038 $3,623,993
Strategic Equity Allocation Trust      
Gross Fee $69,953,548 $55,670,968 $34,430,382
Waivers ($15,189,095) ($13,722,391) ($9,609,446)
Net Fee $54,764,453 $41,948,577 $24,820,936
Strategic Income Opportunities Trust      
Gross Fee $3,280,290 $3,190,864 $2,934,800
Waivers ($35,332) ($24,558) ($14,988)
Net Fee $3,244,958 $3,166,306 $2,919,812
Total Bond Market Trust B      
Gross Fee $2,248,636 $2,408,074 $1,065,819
Waivers ($1,242,859) ($1,218,379) ($599,877)
Net Fee $1,005,777 $1,189,695 $465,942
Total Return Trust      
Gross Fee $16,965,266 $22,767,650 $23,712,601
Waivers ($668,021) ($549,972) ($117,069)
Net Fee $16,297,245 $22,217,678 $23,595,532
Total Stock Market Index Trust      
Gross Fee $2,762,686 $2,350,600 $1,945,480
Waivers ($21,788) $0 ($6,332)
Net Fee $2,740,898 $2,350,600 $1,939,148
Ultra Short Term Bond Trust      
Gross Fee $1,348,643 $1,010,913 $706,507
Waivers ($16,973) ($9,515) ($4,304)
Net Fee $1,331,670 $1,001,398 $702,203
U.S. Equity Trust      
Gross Fee $6,759,286 $7,225,404 $6,773,997
Waivers ($61,536) ($47,529) ($29,970)
Net Fee $6,697,750 $7,177,875 $6,744,027
Utilities Trust      
Gross Fee $4,254,107 $3,246,923 $1,604,309
Waivers ($35,647) ($20,436) ($6,528)
Net Fee $4,218,460 $3,226,487 $1,597,781
Value Trust      
Gross Fee $4,465,977 $3,810,342 $2,910,596
Waivers ($44,746) ($27,067) ($13,200)
Net Fee $4,421,231 $3,783,275 $2,897,396

 

Administrative Service Agreement

 

Pursuant to a Service Agreement dated June 27, 2008, the Advisor provides JHVIT certain financial, accounting and administrative services such as legal services, tax, accounting, valuation, financial reporting and performance, compliance and service provider oversight as well as services related to the office of CCO. Pursuant to the Service Agreement, the Advisor shall determine, subject to Board approval, the expenses to be reimbursed by each fund, including an overhead allocation. The payments under the Service Agreement are not intended to provide a profit to the Advisor. Instead, the Advisor provides the services under the Service Agreement

 

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because it also provides advisory services under the Advisory Agreement. For the three years ended December 31, 2014, 2013, and 2012, the funds paid the Advisor the following amounts under the Service Agreement.

 

Fund 2014 2013 2012
500 Index Trust B $385,928 $333,430 $145,053
Active Bond Trust $102,888 $165,424 $179,532
All Cap Core Trust $ 44,330 $46,454 $47,204
Alpha Opportunities Trust $ 103,367 $113,792 $119,846
Blue Chip Growth Trust $ 222,567 $227,814 $234,353
Bond Trust $1,121,862 $986,913 $953,519
Capital Appreciation Trust $131,033 $134,968 $141,014
Capital Appreciation Value Trust $43,692 $43,542 $42,981
Core Bond Trust $153,361 $215,620 $228,602
Core Strategy Trust $471,974 $128,631 $94,346
Currency Strategies Trust  N/A  N/A N/A
Emerging Markets Value Trust $118,674 $135,421 $134,968
Equity-Income Trust $250,311 $259,278 $266,145
Financial Industries Trust $21,461 $20,443 $18,475
Franklin Templeton Founding Allocation Trust $162,587 $163,971 $161,195
Fundamental All Cap Core Trust $198,212 $184,597 $167,748
Fundamental Large Cap Value Trust $151,085 $76,583 $61,500
Global Bond Trust $97,725 $114,937 $127,176
Global Trust $81,697 $80,304 $78,498
Health Sciences Trust $35,778 $28,435 $23,398
High Yield Trust $ 38,520 $43,396 $33,219
Income Trust $ 54,979 $54,345 $53,692
International Core Trust $ 98,518 $97,726 $88,693
International Equity Index Trust B $81,337 $81,122 $43,657
International Growth Stock Trust $66,152 $67,034 $38,662
International Small Company Trust $13,564 $12,936 $12,948
International Value Trust $143,214 $142,505 $131,748
Investment Quality Bond Trust $39,248 $44,471 $51,040
Lifecycle 2010 Trust $0 $0 $0
Lifecycle 2015 Trust $0 $0 $0
Lifecycle 2020 Trust $0 $0 $0
Lifecycle 2025 Trust $0 $0 $0
Lifecycle 2030 Trust $0 $0 $0
Lifecycle 2035 Trust $0 $0 $0
Lifecycle 2040 Trust $0 $0 $0
Lifecycle 2045 Trust $0 $0 $0
Lifecycle 2050 Trust $0 $0 $0
Lifestyle Aggressive MVP $56,897 $57,391 $55,135
Lifestyle Aggressive PS Series $2,200 $7 N/A
Lifestyle Balanced MVP $1,295,381 $1,492,616 $1,573,434
Lifestyle Balanced PS Series $100,757 $21,007 $16,053
Lifestyle Conservative MVP $238,841 $330,319 $366,821
Lifestyle Conservative PS Series $19,907 $6,307 $5,763
Lifestyle Growth MVP $1,661,549 $1,850,093 $1,830,328
Lifestyle Growth PS Series $185,776 $22,788 $17,911
Lifestyle Moderate MVP $375,805 $442,733 $468,445
Lifestyle Moderate PS Series $ 34,345 $10,131 $7,904
Mid Cap Index Trust $101,976 $89,414 $102,928
Mid Cap Stock Trust $108,923 $103,214 $97,983
Mid Value Trust $114,003 $105,756 $99,172
Money Market Trust $276,965 $381,368 $428,284
Money Market Trust B $52,190 $63,371 $72,343
Mutual Shares Trust $80,850 $82,792 $81,455

 

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Fund 2014 2013 2012
New Income Trust $259,739 $353,066 $373,094
Real Estate Securities Trust $49,745 $49,951 $53,159
Real Return Bond Trust $10,727 $14,553 $17,405
Science & Technology Trust $55,938 $45,871 $48,697
Short Term Government Income Trust $47,544 $61,567 $73,867
Small Cap Growth Trust $64,244 $56,654 $53,315
Small Cap Index Trust $53,274 $48,196 $58,037
Small Cap Opportunities Trust $34,966 $22,653 $20,641
Small Cap Value Trust $90,278 $89,128 $80,837
Small Company Growth Trust $17,649 $14,771 $13,682
Small Company Value Trust $46,717 $49,106 $48,535
Strategic Equity Allocation Trust $1,352,094 $1,063,149 $679,582
Strategic Income Opportunities Trust $61,984 $61,599 $58,443
Total Bond Market Trust B $57,086 $64,482 $29,022
Total Return Trust $299,694 $418,497 $456,846
Total Stock Market Index Trust $69,496 $59,770 $52,325
U.S. Equity Trust $108,905 $119,163 $117,301
Ultra Short Term Bond Trust $29,098 $22,821 $16,762
Utilities Trust $62,262 $47,854 $25,497
Value Trust  $78,158 $66,857 $52,174

 

Subadvisory Agreements

 

Duties of the Subadvisors. Under the terms of each of the current subadvisory agreements, including the sub-subadvisory agreement with Western Asset Management Company Limited (“WAMCL”), the subadvisor manages the investment and reinvestment of the assets of the assigned funds (or portion thereof), subject to the supervision of the Board and the Advisor. (In the case of the WAMCL sub-subadvisory agreement, the activities of the sub-subadvisor also are subject to the supervision of Western Asset Management Company.)

 

The subadvisor formulates a continuous investment program for each such fund (or portion) consistent with its investment objective and policies outlined in the Prospectus. Each subadvisor implements such programs by purchases and sales of securities and regularly reports to the Advisor and the Board with respect to the implementation of such programs. Each subadvisor, at its expense, furnishes all necessary investment and management facilities, including salaries of personnel required for it to execute its duties, as well as administrative facilities, including bookkeeping, clerical personnel, and equipment necessary for the conduct of the investment affairs of the assigned funds. Additional information about the funds’ portfolio managers, including other accounts managed, ownership of fund shares, and compensation structure, can be found at Appendix IV to this SAI.

 

Subadvisory Fees. As compensation for their services, the subadvisors receive fees from the Advisor computed separately for each fund. In respect of the sub-subadvisory agreements, the fees are paid by the subadvisor to the entity providing subadvisory services as described below. The subadvisory fee is calculated by applying to the net assets of the fund an annual fee rate.

 

WAMCL Sub-Subadvisory Agreement. The Prospectus refers to a sub-subadvisory agreement between Western Asset Management Company and WAMCL, which is subject to certain conditions as set forth in the Prospectus. Under that agreement WAMCL provides certain investment advisory services to Western Asset Management Company relating to currency transactions and investments in non-dollar denominated debt securities for the benefit of High Yield Trust. Western Asset Management Company pays WAMCL, as full compensation for all services provided under the sub-subadvisory agreement, a portion of its subadvisory fee. JHVIT does not incur any expenses in connection with WAMCL’s services other than the advisory fee.

 

Franklin Mutual Expense Provision. Franklin Mutual Advisers, LLC (“Franklin Mutual”) may incur certain Expenses (as defined below) on behalf of the Mutual Shares Trust for which the Mutual Shares Trust and not Franklin Mutual will be responsible. In pursuing certain alternative investments, such as those in distressed debt and bankruptcy claims, private transactions and restructuring deals, Franklin Mutual will incur research, due diligence and other expenses. Franklin Mutual will bear all such expenses incurred prior to making an investment decision and Mutual Shares Trust will bear the Expenses incurred after an investment decision is made. “Expenses” shall mean:

 

(i) certain post investment decision, pre-acquisition due diligence expenses as part of the cost of acquisition of certain investment opportunities for the Mutual Shares Trust; and

 

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(ii) certain post investment expenditures to protect or enhance an investment or to pursue other claims or legal action on behalf of the Mutual Shares Trust.

 

Franklin Mutual may incur similar expenses for other funds that it manages. Mutual Shares Trust shall be obligated to pay only its proportionate share of the Expenses with respect to the particular investment.

 

Affiliated Subadvisors – Potential Conflicts of Interest.

 

The Advisor and the following subadvisors are controlled by MFC and are affiliated: John Hancock Asset Management (North America), Declaration Management & Research LLC and John Hancock Asset Management (collectively, “Affiliated Subadvisors”).

 

Advisory arrangements involving Affiliated Subadvisors may present certain potential conflicts of interest. For each fund subadvised by an Affiliated Subadvisor, MFC will benefit not only from the net advisory fee retained by the Advisor but also from the subadvisory fee paid by the Advisor to the Affiliated Subadvisor. Consequently, MFC may be viewed as benefiting financially from: (i) the appointment of or continued service of Affiliated Subadvisors to manage the funds; and (ii) the allocation of the assets of JHVIT’s funds of funds (the “Funds of Funds”) to other funds (“Underlying Funds”) having Affiliated Subadvisors.

 

In addition, MFC and its John Hancock insurance company subsidiaries may benefit from investment decisions made by Affiliated Subadvisors, including allocation decisions with respect to Funds of Funds assets. For example, Affiliated Subadvisors, by selecting more conservative investments, or by making more conservative allocations of Funds of Funds assets by increasing the percentage allocation to Underlying Funds which invest primarily in fixed-income securities or otherwise, may reduce the regulatory capital requirements which the John Hancock insurance company subsidiaries of MFC must satisfy in order to support their guarantees under variable annuity and insurance contracts which they issue. In all cases, however, the Advisor in recommending to the Board the appointment or continued service of Affiliated Subadvisors and the Affiliated Subadvisors in selecting investments and allocating Funds of Funds assets have a fiduciary duty to act in the best interests of the funds and their shareholders. Moreover, JHVIT’s “manager of managers” exemptive order from the SEC provides that JHVIT obtain shareholder approval of any subadvisory agreement appointing an Affiliated Subadvisor as the subadvisor to a fund (in the case of a new fund, the initial sole shareholder of the fund, an affiliate of the Advisor and MFC, may provide this approval). The Independent Trustees are aware of and monitor these potential conflicts of interest.

 

Additional Information Applicable to Subadvisory Agreements

 

Term of Each Subadvisory Agreement. Each subadvisory agreement will initially continue in effect as to a fund for a period no more than two years from the date of its execution (or the execution of an amendment making the agreement applicable to that fund) and thereafter if such continuance is specifically approved at least annually either: (a) by the Trustees; or (b) by the vote of a majority of the outstanding voting securities of that fund. In either event, such continuance shall also be approved by the vote of the majority of the Trustees who are not interested persons of any party to the Agreements.

 

Any required shareholder approval of any continuance of any of the Agreements shall be effective with respect to any fund if a majority of the outstanding voting securities of that fund votes to approve such continuance even if such continuance may not have been approved by a majority of the outstanding voting securities of: (a) any other fund affected by the Agreement; or (b) all of the funds of JHVIT.

 

Failure of Shareholders to Approve Continuance of any Subadvisory Agreement. If the outstanding voting securities of any fund fail to approve any continuance of any subadvisory agreement, the party may continue to act as investment subadvisor with respect to such fund pending the required approval of the continuance of such agreement or a new agreement with either that party or a different subadvisor, or other definitive action.

 

Termination of the Agreements. A subadvisory agreement may be terminated at any time without the payment of any penalty on 60 days’ written notice to the other party or parties to the agreement, and also to the relevant fund. The following parties may terminate a subadvisory agreement:

 

the Board;

 

with respect to any fund, a majority of the outstanding voting securities of such fund;

 

the Advisor; and

 

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the respective subadvisor.

 

A subadvisory agreement will automatically terminate in the event of its assignment.

 

Amendments to the Agreements. A subadvisory agreement may be amended by the parties to the agreement, provided the amendment is approved by the vote of a majority of the outstanding voting securities of the relevant fund (except as noted below) and by the vote of a majority of the Independent Trustees of the applicable fund, the Advisor or the subadvisor.

 

The required shareholder approval of any amendment shall be effective with respect to any fund if a majority of the outstanding voting securities of that fund votes to approve the amendment, even if the amendment may not have been approved by a majority of the outstanding voting securities of: (a) any other fund affected by the amendment; or (b) all the funds of JHVIT.

 

As noted under “Subadvisory Arrangements and Management Biographies” in the Prospectus, an SEC order permits the Advisor to appoint a subadvisor (other than an Affiliated Subadvisor) or change a subadvisory fee or otherwise amend a subadvisory agreement (other than for an Affiliated Subadvisor) pursuant to an agreement that is not approved by shareholders.

 

OTHER SERVICES

 

Proxy Voting Policies

 

The funds’ proxy voting policies and procedures delegate to the subadvisor of each fund the responsibility to vote all proxies relating to securities held by that fund in accordance with the subadvisor’s proxy voting policies and procedures. A subadvisor has a duty to vote such proxies in the best interests of the fund and its shareholders. Complete descriptions of JHVIT’s Procedures and the proxy voting procedures of each of the fund subadvisors are set forth in Appendix IV to this SAI.

 

It is possible that conflicts of interest could arise for a subadvisor when voting proxies. Such conflicts could arise, for example, when the subadvisor or its affiliate has an existing business relationship with the issuer of the security being voted or with a third party that has an interest in the vote. A conflict of interest could also arise when the fund, its Advisor or principal underwriter or any of their affiliates has an interest in the vote.

 

In the event a subadvisor becomes aware of a material conflict of interest, JHVIT’s Procedures generally require the subadvisor to follow any conflicts procedures that may be included in the subadvisors’ proxy voting procedures. Although conflicts procedures will vary among subadvisors, they generally include one or more of the following:

 

(a) voting pursuant to the recommendation of a third party voting service;

 

(b) voting pursuant to pre-determined voting guidelines; or

 

(c) referring voting to a special compliance or oversight committee.

 

The specific conflicts procedures of each subadvisor are set forth in its proxy voting procedures included in Appendix IV. While these conflicts procedures may reduce the influence of conflicts of interest on proxy voting, such influence will not necessarily be eliminated.

 

Although subadvisors have a duty to vote all proxies on behalf of the funds they subadvise, it is possible that a subadvisor may not be able to vote proxies under certain circumstances. For example, it may be impracticable to translate in a timely manner voting materials that are written in a foreign language or to travel to a foreign country when voting in person rather than by proxy is required. In addition, if the voting of proxies for shares of a security prohibits the subadvisor from trading the shares in the marketplace for a period of time, the subadvisor may determine that it is not in the best interests of the fund to vote the proxies.

 

Information regarding how the funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available without charge: (1) upon request, by calling (800) 344-1029 (attention: Secretary); and (2) on the SEC’s website at http://www.sec.gov.

 

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DISTRIBUTOR; RULE 12B-1 PLANS

 

John Hancock Distributors, LLC, an affiliate of the Advisor (the “Distributor”), located at 601 Congress Street, Boston, Massachusetts 02210, is the principal underwriter of JHVIT and distributes shares of JHVIT on a continuous basis. Other than the Rule 12b-1 payments and service fees described below, the Distributor does not receive compensation from JHVIT.

 

The Board has approved Plans (the “Plans”) under Rule 12b-1 under the 1940 Act (“Rule 12b-1”) for Series I shares, Series II shares and, in the case of certain funds, Series III shares. The purpose of each Plan is to encourage the growth and retention of assets of each fund subject to a Plan.

 

Series I and Series II shares of each fund and Series III shares of certain funds are subject to Rule 12b-1 fees, as described in the Prospectus.

 

A portion of the Rule 12b-1 fee may constitute a “service fee” as defined in Rule 2830(d)(5) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”).

 

Service fees are paid to the Distributor, which then may reallocate all or a portion of the service fee to one or more affiliated or unaffiliated parties that have agreed to provide with respect to the shares of JHVIT the kinds of services encompassed by the term “personal service and/or the maintenance of shareholder accounts” as defined in FINRA Conduct Rule 2830(d)(5).

 

Each Rule 12b-1 Plan is a compensation plan and compensates the Distributor regardless of its expenses. Rule 12b-1 fees are paid to the Distributor.

 

To the extent consistent with applicable laws, regulations and rules, the Distributor may use Rule 12b-1 fees:

 

for any expenses relating to the distribution of the shares of the class,

 

for any expenses relating to shareholder or administrative services for holders of the shares of the class (or owners of contracts funded in insurance company separate accounts that invest in the shares of the class) and

 

for the payment of “service fees” that come within FINRA Conduct Rule 2830(d)(5).

 

Without limiting the foregoing, the Distributor may pay all or part of the Rule 12b-1 fees from a fund to one or more affiliated and unaffiliated insurance companies that have issued variable insurance contracts for which the fund serves as an investment vehicle as compensation for providing some or all of the types of services described in the preceding paragraph; this provision, however, does not obligate the Distributor to make any payments of Rule 12b-1 fees and does not limit the use that the Distributor may make of the Rule 12b-1 fees it receives. Currently, all such payments are made to insurance companies affiliated with the Advisor and Distributor. However, payments may be made to non-affiliated insurance companies in the future.

 

The Plans authorize any payments in addition to fees described above made by a fund to the Distributor or any of its affiliates, including the payment of any management or advisory fees, which may be deemed to be an indirect financing of distribution costs.

 

The Plans may not be amended to increase materially the amount to be spent by a fund without such shareholder approval as is required by Rule 12b-1. All material amendments of a Plan must be approved in the manner described in the rule. Each Plan shall continue in effect: (i) with respect to a fund only so long as the Plan is specifically approved for that fund least annually as provided in the Rule 12b-1; and (ii) only while (a) a majority of the Trustees are not interested persons (as defined in the 1940 Act) of JHVIT, (b) incumbent Independent Trustees select and nominate any new Independent Trustees of JHVIT and (c) any person who acts as legal counsel for the Independent Trustees is an independent legal counsel. Each Plan may be terminated with respect to any fund at any time as provided in Rule 12b-1.

 

During the fiscal year ended December 31, 2014, the following amounts were paid pursuant to the Plans:

 

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Series I Shares

 

FUND SERVICE FEE PAYMENTS DISTRIBUTION  PAYMENT TO THE
DISTRIBUTOR
500 Index Trust B $844,124 $0
Active Bond Trust $25,053 $0
All Cap Core Trust $41,224 $0
Alpha Opportunities Trust $451 $0
Blue Chip Growth Trust $158,903 $0
Bond Trust $120,536 $0
Capital Appreciation Trust $99,093 $0
Capital Appreciation Value Trust $1,619 $0
Core Bond Trust $719 $0
Core Strategy Trust $70,413 $0
Emerging Markets Value Trust $1,876 $0
Equity-Income Trust $167,302 $0
Financial Industries Trust $65,213 $0
Franklin Templeton Founding Allocation Trust $25,195 $0
Fundamental All Cap Core Trust $76,479 $0
Fundamental Large Cap Value Trust $166,230 $0
Global Bond Trust $28,542 $0
Global Trust $85,210 $0
Health Sciences Trust $58,482 $0
High Yield Trust $58,375 $0
International Core Trust $24,018 $0
International Equity Index Trust B $147,518 $0
International Growth Stock Trust $1,411 $0
International Small Company Trust $21,335 $0
International Value Trust $56,689 $0
Investment Quality Bond Trust $99,552 $0
Lifestyle Aggressive PS Series $1,198 $0
Lifestyle Aggressive MVP $56,868 $0
Lifestyle Balanced PS Series $11,210 $0
Lifestyle Balanced MVP $407,167 $0
Lifestyle Conservative PS Series $2,761 $0
Lifestyle Conservative MVP $100,370 $0
Lifestyle Growth PS Series $15,023 $0
Lifestyle Growth MVP $440,164 $0
Lifestyle Moderate PS Series $3,149 $0
Lifestyle Moderate MVP $151,921 $0
Mid Cap Index Trust $335,464 $0
Mid Cap Stock Trust $97,649 $0
Mid Value Trust $176,858 $0
Money Market Trust $0 $0
Mutual Shares Trust $105,635 $0
Real Estate Securities Trust $47,112 $0
Real Return Bond Trust $3,198 $0
Science & Technology Trust $197,175 $0
Short Term Government Income Trust $28,515 $0
Small Cap Growth Trust $60,682 $0
Small Cap Index Trust $151,625 $0

 

88
 

Series I Shares

 

FUND SERVICE FEE PAYMENTS DISTRIBUTION  PAYMENT TO THE
DISTRIBUTOR
Small Cap Opportunities Trust $58,844 $0
Small Cap Value Trust $176,873 $0
Small Company Value Trust $39,385 $0
Strategic Income Opportunities Trust $200,956 $0
Total Bond Market Trust B $59,225 $0
Total Return Trust $85,335 $0
Total Stock Market Index Trust $220,744 $0
U.S. Equity Trust $70,147 $0
Ultra Short Term Bond Trust $5,370 $0
Utilities Trust $226,600 $0
Value Trust $291,670 $0
     
Series II Shares    

 

FUND SERVICE FEE PAYMENTS DISTRIBUTION  PAYMENT TO THE
DISTRIBUTOR
500 Index Trust B $128,423 $0
Active Bond Trust $584,599 $0
All Cap Core Trust $18,251 $0
Blue Chip Growth Trust $339,146 $0
Bond Trust $1,487,868 $0
Capital Appreciation Trust $183,248 $0
Capital Appreciation Value Trust $820,979 $0
Core Bond Trust $21,791 $0
Core Strategy Trust $9,332,773 $0
Equity-Income Trust $450,890 $0
Financial Industries Trust $59,627 $0
Franklin Templeton Founding Allocation Trust $3,173,319 $0
Fundamental All Cap Core Trust $155,889 $0
Fundamental Large Cap Value Trust $190,996 $0
Global Bond Trust $316,264 $0
Global Trust $88,504 $0
Health Sciences Trust $236,576 $0
High Yield Trust $263,380 $0
International Core Trust $51,983 $0
International Equity Index Trust B $60,426 $0
International Growth Stock Trust $57,498 $0
International Small Company Trust $62,321 $0
International Value Trust $224,415 $0
Investment Quality Bond Trust $278,394 $0
Lifestyle Aggressive MVP $391,177 $0
Lifestyle Aggressive PS Series $40,496 $0
Lifestyle Balanced MVP $21,686,571 $0
Lifestyle Balanced PS Series $2,052,880 $0
Lifestyle Conservative MVP $4,362,858 $0
Lifestyle Conservative PS Series $411,603 $0
Lifestyle Growth MVP $30,642,619 $0
Lifestyle Growth PS Series $3,905,174 $0
Lifestyle Moderate MVP $6,804,950 $0
Lifestyle Moderate PS Series $715,915 $0
Mid Cap Index Trust $188,599 $0
Mid Cap Stock Trust $270,097 $0
Mid Value Trust $201,407 $0

 

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FUND SERVICE FEE PAYMENTS DISTRIBUTION  PAYMENT TO THE
DISTRIBUTOR
Money Market Trust $0 $0
Real Estate Securities Trust $159,119 $0
Real Return Bond Trust $104,620 $0
Science & Technology Trust $117,275 $0
Short Term Government Income Trust $109,614 $0
Small Cap Growth Trust $99,484 $0
Small Cap Index Trust $138,649 $0
Small Cap Opportunities Trust $125,424 $0
Small Cap Value Trust $108,623 $0
Small Company Value Trust $163,707 $0
Strategic Income Opportunities Trust $153,110 $0
Total Bond Market Trust B $174,661 $0
Total Return Trust $442,401 $0
Total Stock Market Index Trust $103,641 $0
U.S. Equity Trust $20,563 $0
Ultra Short Term Bond Trust $560,733 $0
Utilities Trust $62,733 $0
Value Trust $85,281 $0

 

PORTFOLIO BROKERAGE

 

Pursuant to the subadvisory agreements, the subadvisors are responsible for placing all orders for the purchase and sale of portfolio securities of the funds. The subadvisors have no formula for the distribution of fund brokerage business; rather they place orders for the purchase and sale of securities with the primary objective of obtaining the most favorable overall results for the applicable fund. The cost of securities transactions for each fund will consist primarily of brokerage commissions or dealer or underwriter spreads. Fixed-income securities and money market instruments are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes.

 

Occasionally, securities may be purchased directly from the issuer. For securities traded primarily in the OTC market, the subadvisors will, where possible, deal directly with dealers who make a market in the securities unless better prices and execution are available elsewhere. Such dealers usually act as principals for their own account.

 

Selection of Brokers or Dealers to Effect Trades. In selecting brokers or dealers to implement transactions, the subadvisors will give consideration to a number of factors, including:

 

price, dealer spread or commission, if any;

 

the reliability, integrity and financial condition of the broker-dealer;

 

size of the transaction;

 

difficulty of execution;

 

brokerage and research services provided; and

 

confidentiality and anonymity.

 

Consideration of these factors by a subadvisor, either in terms of a particular transaction or the subadvisor’s overall responsibilities with respect to a fund and any other accounts managed by the subadvisor, could result in the applicable fund paying a commission or spread on a transaction that is in excess of the amount of commission or spread another broker-dealer might have charged for executing the same transaction.

 

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Regular Broker-Dealers. The table below presents information regarding the securities of the funds’ regular broker-dealers* (or the parent of the regular broker-dealers) that were held by the funds as of the close of the fiscal year ended December 31, 2014.

 

  Bank of America
Corp.
Barclays Bank
PLC
Citigroup, Inc. Credit Suisse First
Boston
  ($ 000s) ($ 000s) ($ 000s) ($ 000s)
500 Index Trust B $34,533 N/A $30,087 N/A
Active Bond Trust N/A N/A N/A N/A
All Cap Core Trust N/A N/A $4,827 N/A
Alpha Opportunities Trust N/A N/A N/A N/A
Blue Chip Growth Trust N/A N/A $281 N/A
Bond Trust N/A N/A N/A N/A
Capital Appreciation Trust N/A N/A N/A N/A
Capital Appreciation Value Trust N/A N/A N/A N/A
Core Bond Trust $9,586 N/A $28,479 $2,139
Core Strategy Trust N/A N/A N/A N/A
Emerging Markets Value Trust N/A N/A N/A N/A
Equity-Income Trust $34,703 N/A N/A N/A
Financial Industries Trust $6,552 $4,670 $6,585 N/A
Franklin Templeton Founding Allocation Trust N/A N/A N/A N/A
Fundamental All Cap Core Trust $82,877 $7,817 $59,511 N/A
Fundamental Large Cap Value Trust $91,902 $2,128 $67,431 N/A
Global Bond Trust $12,636 N/A $2,993 $6,855
Global Trust N/A N/A $16,280 $9,257
Health Sciences Trust N/A N/A N/A N/A
High Yield Trust $905 $934 $3,481 N/A
Income Trust N/A N/A N/A N/A
International Core Trust N/A N/A N/A N/A
International Equity Index Trust B N/A $2,315 N/A $1,308
International Growth Stock Trust N/A N/A N/A N/A
International Small Company Trust N/A N/A N/A N/A
International Value Trust N/A $6,848 N/A $21,681
Investment Quality Bond Trust $7,002 $2,385 $7,029 $1,200
Lifestyle Aggressive MVP N/A N/A N/A N/A
Lifestyle Aggressive PS Series N/A N/A N/A N/A
Lifestyle Balanced MVP N/A N/A N/A N/A
Lifestyle Balanced PS Series N/A N/A N/A N/A
Lifestyle Conservative MVP N/A N/A N/A N/A
Lifestyle Conservative PS Series N/A N/A N/A N/A
Lifestyle Growth MVP N/A N/A N/A N/A
Lifestyle Growth PS Series N/A N/A N/A N/A
Lifestyle Moderate MVP N/A N/A N/A N/A
Lifestyle Moderate PS Series N/A N/A N/A N/A
  Bank of America
 Corp.
Barclays Bank
PLC
Citigroup, Inc. Credit Suisse First
Boston
Mid Cap Index Trust N/A N/A N/A N/A
Mid Cap Stock Trust N/A N/A N/A N/A
Mid Value Trust N/A N/A N/A N/A
Money Market Trust N/A $49,986 N/A $60,000
Money Market Trust B N/A N/A N/A $11,060
Mutual Shares Trust N/A N/A N/A N/A

 

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New Income Trust N/A N/A N/A N/A
Real Estate Securities Trust N/A N/A N/A N/A
Real Return Bond Trust $249 $7,900 $141 $77
Science & Technology Trust N/A N/A N/A N/A
Short Term Government Income Trust N/A N/A N/A N/A
Small Cap Growth Trust N/A N/A N/A N/A
Small Cap Index Trust N/A N/A N/A N/A
Small Cap Opportunities Trust N/A N/A N/A N/A
Small Cap Value Trust N/A N/A N/A N/A
Small Company Growth Trust N/A N/A N/A N/A
Small Company Value Trust N/A N/A N/A N/A
Strategic Equity Allocation Trust N/A N/A N/A N/A
Strategic Income Opportunities Trust $6,697 $10,861 $3,316 N/A
Total Bond Market Trust B N/A N/A N/A N/A
Total Return Trust $42,294 $2,606 $12,692 $26,526
Total Stock Market Index Trust $4,401 N/A $3,840 N/A
U.S. Equity Trust N/A N/A N/A N/A
Ultra Short Term Bond Trust N/A N/A N/A N/A
Utilities Trust N/A N/A N/A N/A
Value Trust N/A N/A N/A N/A
         
  Deutsche Bank
Securities
Instinet JPMorgan Chase &
Company
Morgan Stanley &
Company, Inc.
  ($ 000s) ($ 000s) ($ 000s) ($ 000s)
500 Index Trust B N/A N/A $42,939 $10,873
Active Bond Trust N/A N/A N/A N/A
All Cap Core Trust N/A N/A $901 N/A
Alpha Opportunities Trust N/A N/A N/A N/A
Blue Chip Growth Trust N/A N/A N/A $19,303
Bond Trust N/A N/A N/A N/A
Capital Appreciation Trust N/A N/A N/A $16,979
Capital Appreciation Value Trust N/A N/A N/A N/A
Core Bond Trust $3,242 N/A $8,594 $10,251
Core Strategy Trust N/A N/A N/A N/A
Emerging Markets Value Trust N/A N/A N/A N/A
Equity-Income Trust N/A N/A $53,768 N/A
Financial Industries Trust N/A N/A $6,235 N/A
Franklin Templeton Founding Allocation Trust N/A N/A N/A N/A
Fundamental All Cap Core Trust N/A N/A N/A $53,009
Fundamental Large Cap Value Trust N/A N/A $85,857 $54,195
Global Bond Trust N/A N/A $8,201 N/A
Global Trust N/A N/A $10,574 $13,533
  Deutsche Bank
Securities
Instinet JPMorgan Chase &
 Company
Morgan Stanley &
 Company, Inc.
Health Sciences Trust N/A N/A N/A N/A
High Yield Trust N/A N/A $1,228 N/A
Income Trust N/A N/A N/A N/A
International Core Trust N/A N/A N/A N/A
International Equity Index Trust B $1,470 N/A N/A N/A
International Growth Stock Trust N/A N/A N/A N/A
International Small Company Trust N/A N/A N/A N/A

 

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International Value Trust N/A N/A N/A N/A
Investment Quality Bond Trust $1,104 N/A $10,139 $6,335
Lifestyle Aggressive MVP N/A N/A N/A N/A
Lifestyle Aggressive PS Series N/A N/A N/A N/A
Lifestyle Balanced MVP N/A N/A N/A N/A
Lifestyle Balanced PS Series N/A N/A N/A N/A
Lifestyle Conservative MVP N/A N/A N/A N/A
Lifestyle Conservative PS Series N/A N/A N/A N/A
Lifestyle Growth MVP N/A N/A N/A N/A
Lifestyle Growth PS Series N/A N/A N/A N/A
Lifestyle Moderate MVP N/A N/A N/A N/A
Lifestyle Moderate PS Series N/A N/A N/A N/A
Mid Cap Index Trust N/A N/A N/A N/A
Mid Cap Stock Trust N/A N/A N/A N/A
Mid Value Trust N/A N/A N/A N/A
Money Market Trust N/A N/A N/A N/A
Money Market Trust B N/A N/A N/A N/A
Mutual Shares Trust N/A N/A N/A N/A
New Income Trust N/A N/A N/A N/A
Real Estate Securities Trust N/A N/A N/A N/A
Real Return Bond Trust $13 N/A $443 $125
Science & Technology Trust N/A N/A N/A N/A
Short Term Government Income Trust N/A N/A N/A N/A
Small Cap Growth Trust N/A N/A N/A N/A
Small Cap Index Trust N/A N/A N/A N/A
Small Cap Opportunities Trust N/A N/A N/A N/A
Small Cap Value Trust N/A N/A N/A N/A
Small Company Growth Trust N/A N/A N/A N/A
Small Company Value Trust N/A N/A N/A N/A
Strategic Equity Allocation Trust N/A N/A N/A N/A
Strategic Income Opportunities Trust N/A N/A $6,696 $2,840
Total Bond Market Trust B N/A N/A N/A N/A
Total Return Trust N/A N/A $23,913 $8,908
Total Stock Market Index Trust N/A N/A $5,505 $1,784
U.S. Equity Trust N/A N/A N/A N/A
Ultra Short Term Bond Trust N/A N/A N/A N/A
Utilities Trust N/A N/A N/A N/A
Value Trust N/A N/A N/A N/A
  RBC Dominion
Securities
Sanford C.
 Bernstein
State Street Corp. The Goldman
 Sachs Group, Inc.
  ($ 000s) ($ 000s) ($ 000s) ($ 000s)
500 Index Trust B N/A N/A $126,289 $14,411
Active Bond Trust N/A N/A N/A N/A
All Cap Core Trust N/A N/A $3,607 $1,492
Alpha Opportunities Trust N/A N/A N/A N/A
Blue Chip Growth Trust N/A N/A $13,873 N/A
Bond Trust N/A N/A N/A N/A
Capital Appreciation Trust N/A N/A N/A N/A
Capital Appreciation Value Trust N/A N/A N/A N/A
Core Bond Trust N/A N/A $54,045 $7,822
Core Strategy Trust N/A N/A N/A N/A

 

93
 

 

Emerging Markets Value Trust N/A N/A N/A N/A
Equity-Income Trust N/A N/A $881 N/A
Financial Industries Trust N/A N/A $2,422 N/A
Franklin Templeton Founding Allocation Trust N/A N/A N/A N/A
Fundamental All Cap Core Trust N/A N/A $4,436 $58,860
Fundamental Large Cap Value Trust N/A N/A $30,805 $72,033
Global Bond Trust $14,100 N/A N/A N/A
Global Trust $19,000 N/A N/A N/A
Health Sciences Trust N/A N/A $313 N/A
High Yield Trust N/A N/A $10,527 N/A
Income Trust N/A N/A N/A N/A
International Core Trust N/A N/A $14,045 N/A
International Equity Index Trust B $3,502 N/A N/A N/A
International Growth Stock Trust N/A N/A N/A N/A
International Small Company Trust N/A N/A N/A N/A
International Value Trust $47,000 N/A N/A N/A
Investment Quality Bond Trust N/A N/A N/A $17,745
Lifestyle Aggressive MVP N/A N/A N/A N/A
Lifestyle Aggressive PS Series N/A N/A N/A N/A
Lifestyle Balanced MVP N/A N/A N/A N/A
Lifestyle Balanced PS Series N/A N/A N/A N/A
Lifestyle Conservative MVP N/A N/A N/A N/A
Lifestyle Conservative PS Series N/A N/A N/A N/A
Lifestyle Growth MVP N/A N/A N/A N/A
Lifestyle Growth PS Series N/A N/A N/A N/A
Lifestyle Moderate MVP N/A N/A N/A N/A
Lifestyle Moderate PS Series N/A N/A N/A N/A
Mid Cap Index Trust N/A N/A $33,238 N/A
Mid Cap Stock Trust N/A N/A N/A N/A
Mid Value Trust N/A N/A N/A N/A
Money Market Trust N/A N/A N/A N/A
Money Market Trust B N/A N/A N/A N/A
Mutual Shares Trust N/A N/A N/A N/A
New Income Trust N/A N/A N/A N/A
Real Estate Securities Trust N/A N/A $770 N/A
Real Return Bond Trust N/A N/A $245 N/A
Science & Technology Trust N/A N/A $9,036 N/A
Short Term Government Income Trust N/A N/A N/A N/A
  RBC Dominion
Securities
Sanford C.
 Bernstein
State Street Corp. The Goldman
 Sachs Group, Inc.
Small Cap Growth Trust N/A N/A N/A N/A
Small Cap Index Trust N/A N/A $11,183 N/A
Small Cap Opportunities Trust N/A N/A $2,104 N/A
Small Cap Value Trust N/A N/A N/A N/A
Small Company Growth Trust N/A N/A N/A N/A
Small Company Value Trust N/A N/A $913 N/A
Strategic Equity Allocation Trust N/A N/A N/A N/A
Strategic Income Opportunities Trust N/A N/A $6,717 $46
Total Bond Market Trust B N/A N/A N/A N/A
Total Return Trust N/A N/A N/A $81
Total Stock Market Index Trust N/A N/A $27,588 $1,997

 

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U.S. Equity Trust N/A N/A N/A N/A
Ultra Short Term Bond Trust N/A N/A N/A N/A
Utilities Trust N/A N/A $4,125 N/A
Value Trust N/A N/A $18,715 N/A

 

   UBS AG          
  ($ 000s)      
500 Index Trust B N/A      
Active Bond Trust N/A      
All Cap Core Trust N/A      
Alpha Opportunities Trust N/A      
Blue Chip Growth Trust N/A      
Bond Trust N/A      
Capital Appreciation Trust N/A      
Capital Appreciation Value Trust N/A      
Core Bond Trust $417      
Core Strategy Trust N/A      
Emerging Markets Value Trust N/A      
Equity-Income Trust N/A      
Financial Industries Trust N/A      
Franklin Templeton Founding
Allocation Trust
N/A      
Fundamental All Cap Core Trust N/A      
Fundamental Large Cap Value Trust N/A      
Global Bond Trust N/A      
Global Trust N/A      
Health Sciences Trust N/A      
High Yield Trust N/A      
Income Trust N/A      
International Core Trust N/A      
International Equity Index Trust B $2,198      
International Growth Stock Trust N/A      
International Small Company Trust N/A      
International Value Trust N/A      
Investment Quality Bond Trust $2,441      
Lifestyle Aggressive MVP N/A      
Lifestyle Aggressive PS Series N/A      
Lifestyle Balanced MVP N/A      
  UBS AG      
Lifestyle Balanced PS Series N/A      
Lifestyle Conservative MVP N/A      
Lifestyle Conservative PS Series N/A      
Lifestyle Growth MVP N/A      
Lifestyle Growth PS Series N/A      
Lifestyle Moderate MVP N/A      
Lifestyle Moderate PS Series N/A      
Mid Cap Index Trust N/A      
Mid Cap Stock Trust N/A      
Mid Value Trust N/A      
Money Market Trust N/A      
Money Market Trust B N/A      

 

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Mutual Shares Trust N/A      
New Income Trust N/A      
Real Estate Securities Trust N/A      
Real Return Bond Trust N/A      
Science & Technology Trust N/A      
Short Term Government Income Trust N/A      
Small Cap Growth Trust N/A      
Small Cap Index Trust N/A      
Small Cap Opportunities Trust N/A      
Small Cap Value Trust N/A      
Small Company Growth Trust N/A      
Small Company Value Trust N/A      
Strategic Equity Allocation Trust N/A      
Strategic Income Opportunities Trust $653      
Total Bond Market Trust B N/A      
Total Return Trust $4,853      
Total Stock Market Index Trust N/A      
U.S. Equity Trust N/A      
Ultra Short Term Bond Trust N/A      
Utilities Trust N/A      
Value Trust N/A      

 

Soft Dollar Considerations. In selecting brokers and dealers, the subadvisors may give consideration to the value and quality of any research, statistical, quotation, brokerage or valuation services provided by the broker or dealer to the subadvisor. In placing a purchase or sale order, a subadvisor may use a broker whose commission in effecting the transaction is higher than that of some other broker if the subadvisor determines in good faith that the amount of the higher commission is reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either the particular transaction or the subadvisor’s overall responsibilities with respect to the fund and any other accounts managed by the subadvisor. In addition to statistical, quotation, brokerage or valuation services, a subadvisor may receive from brokers or dealers products or research that are used for both research and other purposes, such as administration or marketing. In such case, the subadvisor will make a good faith determination as to the portion attributable to research. Only the portion attributable to research will be paid through fund brokerage. The portion not attributable to research will be paid by the subadvisor. Research products and services may be acquired or received either directly from executing brokers or indirectly through other brokers in step-out transactions. A “step-out” is an arrangement by which a subadvisor executes a trade through one broker-dealer but instructs that entity to step-out all or a portion of the trade to another broker-dealer. This second broker-dealer will clear and settle, and receive commissions for, the stepped-out portion. The second broker-dealer may or may not have a trading desk of its own.

 

Subadvisors also may receive research or research credits from brokers which are generated from underwriting commissions when purchasing new issues of fixed-income securities or other assets for a fund. These services, which in some cases also may be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to the subadvisor in advising several of its clients (including the funds), although not all of these services are necessarily useful and of value in managing the funds. The management fee paid by a fund is not reduced because a subadvisor and its affiliates receive such services.

 

As noted above, a subadvisor may purchase new issues of securities for a fund in underwritten fixed price offerings. In these situations, the underwriter or selling group member may provide the subadvisor with research in addition to selling the securities (at the fixed public offering price) to the fund or other advisory clients. Because the offerings are conducted at a fixed price, the ability to obtain research from a broker-dealer in this situation provides knowledge that may benefit the fund, other subadvisor clients, and the subadvisor without incurring additional costs. These arrangements may not fall within the safe harbor in Section 28(e) of the Exchange Act because the broker-dealer is considered to be acting in a principal capacity in underwritten transactions. However, FINRA has adopted rules expressly permitting broker-dealers to provide bona fide research to advisors in connection with fixed price offerings under certain circumstances. As a general matter in these situations, the underwriter or selling group member will provide research credits at a rate that is higher than that which is available for secondary market transactions.

 

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Brokerage and research services provided by brokers and dealers include advice, either directly or through publications or writings, as to:

 

the value of securities;

 

the advisability of purchasing or selling securities;

 

the availability of securities or purchasers or sellers of securities; and

 

analyses and reports concerning (a) issuers, (b) industries, (c) securities, (d) economic, political and legal factors and trends and (e) fund strategy.

 

Research services are received primarily in the form of written reports, computer generated services, telephone contacts and personal meetings with security analysts. In addition, such services may be provided in the form of meetings arranged with corporate and industry spokespersons, economists, academicians and government representatives. In some cases, research services are generated by third parties but are provided to the subadvisor by or through a broker.

 

To the extent research services are used by a subadvisor, such services would tend to reduce such party’s expenses. However, the subadvisors do not believe that an exact dollar value can be assigned to these services. Research services received by the subadvisors from brokers or dealers executing transactions for the funds, which may not be used in connection with a fund, will also be available for the benefit of other funds and accounts managed by the subadvisors.

 

Commission Recapture Program. The Board has approved each fund’s participation in a commission recapture program. Commission recapture is a form of institutional discount brokerage that returns commission dollars directly to a fund. It provides a way to gain control over the commission expenses incurred by a subadvisor, which can be significant over time and thereby reduces expenses, improves cash flow and conserves assets. A fund can derive commission recapture dollars from both equity trading commissions and fixed-income (commission equivalent) spreads. From time to time, the Board reviews whether participation in the recapture program is in the best interests of the funds.

 

Allocation of Trades by the Subadvisors. The subadvisors manage a number of accounts other than the funds. Although investment determinations for the funds will be made by the subadvisors independently from the investment determinations made by them for any other account, investments deemed appropriate for the funds by the subadvisors also may be deemed appropriate by them for other accounts. Therefore, the same security may be purchased or sold at or about the same time for both the funds and other accounts. In such circumstances, the subadvisors may determine that orders for the purchase or sale of the same security for the funds and one or more other accounts should be combined. In this event the transactions will be priced and allocated in a manner deemed by the subadvisors to be equitable and in the best interests of the funds and such other accounts. While in some instances combined orders could adversely affect the price or volume of a security, the fund believes that their participation in such transactions on balance will produce better overall results for the fund.

 

For purchases of equity securities, when a complete order is not filled, a partial allocation will be made to each participating account pro rata based on the order size. For high demand issues (for example, initial public offerings), shares will be allocated pro rata by account size as well as on the basis of account objective, account size (a small account’s allocation may be increased to provide it with a meaningful position), and the account’s other holdings. In addition, an account’s allocation may be increased if that account’s portfolio manager was responsible for generating the investment idea or the portfolio manager intends to buy more shares in the secondary market. For fixed income accounts, generally securities will be allocated when appropriate among accounts based on account size, except if the accounts have different objectives or if an account is too small to receive a meaningful allocation. For new issues, when a complete order is not filled, a partial allocation will be made to each account pro rata based on the order size. However, if a partial allocation is too small to be meaningful, it may be reallocated based on such factors as account objectives, strategies, duration benchmarks and credit and sector exposure. For example, value funds will likely not participate in initial public offerings as frequently as growth funds. In some instances, this investment procedure may adversely affect the price paid or received by the Funds or the size of the position obtainable for it. On the other hand, to the extent permitted by law, a subadvisor may aggregate securities to be sold or purchased for the Funds with those to be sold or purchased for other clients that it manages in order to obtain best execution.

 

Affiliated Underwriting Transactions by the Subadvisors. JHVIT has approved procedures in conformity with Rule 10f-3 under the 1940 Act whereby a fund may purchase securities that are offered in underwritings in which an affiliate of the subadvisor participates. These procedures prohibit a fund from directly or indirectly benefiting a subadvisor affiliate in connection with such

 

97
 

 

underwritings. In addition, for underwritings where a subadvisor affiliate participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase.

 

Affiliated Brokerage. Pursuant to procedures determined by the Trustees and consistent with the above policy of obtaining best net results, a fund may execute portfolio transactions with or through brokers affiliated with the Advisor or subadvisor (“Affiliated Brokers”). Affiliated Brokers may act as broker for the funds on exchange transactions, subject, however, to the general policy set forth above and the procedures adopted by the Trustees pursuant to the 1940 Act. Commissions paid to an Affiliated Broker must be at least as favorable as those that the Trustees believe to be contemporaneously charged by other brokers in connection with comparable transactions involving similar securities being purchased or sold. A transaction would not be placed with an Affiliated Broker if the fund would have to pay a commission rate less favorable than the Affiliated Broker’s contemporaneous charges for comparable transactions for its other most favored, but unaffiliated, customers, except for accounts for which the Affiliated Broker acts as clearing broker for another brokerage firm, and any customers of the Affiliated Broker not comparable to the fund, as determined by a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the fund, the Advisor, the subadvisor or the Affiliated Broker. Because the Advisor or subadvisor that is affiliated with the Affiliated Broker has, as an investment advisor to the funds, the obligation to provide investment management services, which includes elements of research and related investment skills such research and related skills will not be used by the Affiliated Broker as a basis for negotiating commissions at a rate higher than that determined in accordance with the above criteria.

 

The Advisor’s indirect parent, Manulife Financial, is the indirect sole shareholder of Signator Investors, Inc., a broker-dealer (“Signator”). The Advisor’s indirect parent, Manulife Financial, is the parent of another broker-dealer, John Hancock Distributors, LLC (“JH Distributors”). Each of Signator and JH Distributors is considered an Affiliated Broker.

 

Brokerage Commission Paid. For the years ended December 31, 2014, 2013, and 2012, JHVIT paid brokerage commissions in connection with portfolio transactions of $14,396,338, $15,622,359, and $16,865,895, respectively, allocated among the funds as follows:

 

Fund Total Commissions
Paid for Fiscal Year
Ended
31-Dec-14
Total Commissions
Paid for Fiscal Year
Ended
31-Dec-13
Total Commissions
Paid for Fiscal Year
Ended
31-Dec-12
500 Index Trust B $7,365 $17,160 $28,826
Active Bond Trust $77 $0 $578
All Cap Core Trust $415,180 $441,972 $690,673
Alpha Opportunities Trust $1,258,251 $2,031,993 $2,297,634
Blue Chip Growth Trust $350,376 $493,220 $326,064
Bond Trust $0 $0 $0
Capital Appreciation Trust $337,281 $460,873 $600,429
Capital Appreciation Value Trust $101,507 $118,497 $150,794
Core Bond Trust $0 $0 $0
Core Strategy Trust $12 $0 $0
Emerging Markets Value Trust $338,289 $151,963 $218,414
Equity-Income Trust $227,424 $341,492 $423,846
Financial Industries Trust $119,677 $4,961 $22,734
Franklin Templeton Founding Allocation Trust $0 $0 $0
Fundamental All Cap Core Trust $1,239,251 $1,275,193 $1,095,416
Fundamental Large Cap Value Trust $557,244 $396,915 $431,432
Global Bond Trust $2,032 $2,921 $185
Global Trust $346,414 $330,347 $323,350
Health Sciences Trust $109,771 $148,963 $75,841
High Yield Trust $0 $0 $0
Income Trust $119,682 $69,890 $76,452
International Core Trust $473,614 $265,362 $242,188
International Equity Index Trust B $18,354 $13,210 $41,784
International Growth Stock Trust $413,581 $450,487 $234,059

 

98
 

 

Fund Total Commissions
Paid for Fiscal Year
Ended
31-Dec-14
Total Commissions
Paid for Fiscal Year
Ended
31-Dec-13
Total Commissions
Paid for Fiscal Year
Ended
31-Dec-12
International Small Company Trust $19,677 $11,947 $11,698
International Value Trust $1,224,949 $1,099,511 $624,877
Investment Quality Bond Trust $0 $0 $0
Lifestyle Aggressive MVP $0 $0 $0
Lifestyle Aggressive PS Series $1,689 $26 $0
Lifestyle Balanced MVP $10 $0 $0
Lifestyle Balanced PS Series $0 $0 $0
Lifestyle Conservative MVP $0 $0 $0
Lifestyle Conservative PS Series $0 $0 $0
Lifestyle Growth MVP $159 $0 $0
Lifestyle Growth PS Series $0 $0 $0
Lifestyle Moderate MVP $0 $0 $0
Lifestyle Moderate PS Series $0 $0 $0
Mid Cap Index Trust $18,750 $42,210 $49,443
Mid Cap Stock Trust $1,110,782 $1,788,420 $1,754,863
Mid Value Trust $598,344 $589,180 $630,702
Money Market Trust $0 $0 $0
Money Market Trust B $0 $0 $0
Mutual Shares Trust $138,555 $204,890 $317,393
New Income Trust $1,988 $0 $0
Real Estate Securities Trust $913,353 $737,256 $794,404
Real Return Bond Trust $416 $17 $292
Science & Technology Trust $548,029 $644,881 $888,159
Short Term Government Income Trust $1,423 $0 $0
Small Cap Growth Trust $808,291 $1,367,800 $1,328,568
Small Cap Index Trust $69,784 $78,705 $50,714
Small Cap Opportunities Trust $170,391 $103,717 $134,567
Small Cap Value Trust $321,284 $237,498 $214,721
Small Company Growth Trust $65,879 $64,881 $88,196
Small Company Value Trust $133,530 $75,310 $57,128
Strategic Equity Allocation Trust $685,353 $193,178 $0
Strategic Income Opportunities Trust $12,266 $28,512 $31,902
Total Bond Market Trust B $0 $0 $0
Total Return Trust $2,162 $1,480 $7,399
Total Stock Market Index Trust $20,657 $16,991 $14,583
Ultra Short Term Bond Trust $0 $0 $0
U.S. Equity Trust $144,289 $169,370 $127,963
Utilities Trust $413,946 $263,274 $278,318
Value Trust $535,000 $308,075 $187,612

 

Brokerage Commissions Paid to Affiliated Brokers. For the years ended December 31, 2014, 2013 and 2012, commissions were paid by a fund to brokers affiliated with the fund’s subadvisers as follows:

 

Commissions Paid to Invesco Capital Markets. For the years ended December 31, 2014, 2013 and 2012, brokerage commissions were paid as follows:

 

99
 

 

Small Company Growth Trust

 

    % OF FUND’S
BROKERAGE
% OF AGGREGATE $
AMOUNT
  AGGREGATE $ AMOUNT
OF
COMMISSIONS
REPRESENTED
OF TRANSACTIONS FOR
THE
  COMMISSIONS  FOR THE PERIOD  PERIOD 
Year ended December 31, 2014: $1,158 1.76% 1.42%

 

Value Trust

 

    % OF FUND’S
BROKERAGE
% OF AGGREGATE $
AMOUNT
  AGGREGATE $ AMOUNT
OF
COMMISSIONS
REPRESENTED
OF TRANSACTIONS FOR
THE
  COMMISSIONS  FOR THE PERIOD  PERIOD 
Year ended December 31, 2014: $16,016.87 3.00% 7.11%
Year ended December 31, 2013: $4,140 1.38% 2.61%
Year ended December 31, 2012: $4,143 0.80% 1.26%

 

 

REDEMPTION OF SHARES

 

JHVIT will redeem all full and fractional fund shares for cash at the NAV per share of each fund. Payment for shares redeemed will generally be made within seven days after receipt of a proper notice of redemption. However, JHVIT may suspend the right of redemption or postpone the date of payment beyond seven days during any period when:

 

trading on the NYSE is restricted, as determined by the SEC, or the NYSE is closed for other than weekends and holidays;

 

an emergency exists, as determined by the SEC, as a result of which disposal by JHVIT of securities owned by it is not reasonably practicable or it is not reasonably practicable for JHVIT fairly to determine the value of its net assets; or

 

the SEC by order so permits for the protection of security holders of JHVIT.

 

Special Redemptions. Although it would not normally do so, a fund has the right to pay the redemption price of shares of the fund in whole or in part in portfolio securities, in accordance with policies and procedures approved by the Trustees. When a shareholder sells any portfolio securities received in a redemption of fund shares, the shareholder will incur a brokerage charge. Any such securities would be valued for the purposes of fulfilling such a redemption request in the same manner as they are in computing the fund’s NAV.

 

JHVIT has adopted Procedures Regarding Redemptions in Kind by Affiliates (the “Procedures”) to facilitate the efficient and cost effective movement of portfolio assets in connection with certain investment and marketing strategies. It is the position of the SEC that the 1940 Act prohibits an investment company, such as a fund, from satisfying a redemption request from a shareholder that is affiliated with the investment company by means of an in kind distribution of portfolio securities. However, under a no-action letter issued by the SEC, a redemption in kind to an affiliated shareholder is permissible provided certain conditions are met. The Procedures, which are intended to conform to the requirements of this no-action letter, allow for in kind redemptions by affiliated fund shareholders subject to specified conditions, including that:

 

the distribution is effected through a pro rata distribution of the distributing fund’s portfolio securities;

 

the distributed securities are valued in the same manner as they are in computing the fund’s NAV;

 

neither the affiliated shareholder nor any other party with the ability and the pecuniary incentive to influence the redemption in kind may select or influence the selection of the distributed securities; and

 

the Trustees of JHVIT, including a majority of the Independent Trustees, must determine on a quarterly basis that any redemptions in kind to affiliated shareholders made during the prior quarter were effected in accordance with the Procedures, did not favor the affiliated shareholder to the detriment of any other shareholder and were in the best interests of the fund.

 

100
 

 

NET ASSET VALUE

 

The NAV for each class of the Funds is determined each business day at the close of regular trading on the NYSE (typically 4:00 p.m. Eastern time) by dividing the class’s net assets by the number of its shares outstanding. Equity securities traded principally in foreign markets are valued using the last sale price or official closing price in the relevant exchange or market, as adjusted by an independent pricing vendor to reflect fair value. On any day a foreign market is closed and the NYSE is open, any foreign securities will be valued using the last price or official closing price obtained from the relevant exchange on the prior business day adjusted based on information provided by an independent pricing vendor to reflect fair value. Trading of securities that are primarily listed on foreign exchanges may take place on weekends and U.S. business holidays on which a Fund’s NAV is not calculated. Consequently, a Fund’s portfolio securities may trade and the NAV of the Fund’s redeemable securities may be significantly affected on days when a shareholder will not be able to purchase or redeem shares of the Fund.

 

Portfolio securities are valued by various methods that are generally described below. Most equity securities that are traded on a stock exchange are valued at the last sale price as of the close of the relevant exchange or, lacking any sales that day, at the last available bid prices. Certain exceptions exist; for example, securities traded on the London Stock Exchange and NASDAQ are valued at the official closing price. Debt obligations are valued based on evaluated prices provided by an independent pricing vendor or from broker-dealers. Certain short-term securities with maturities of 60 days or less at the time of purchase are valued at amortized cost. The value of securities denominated in foreign currencies is converted into U.S. dollars at the exchange rate provided by an independent pricing vendor. Exchange-traded options are valued at the mean of the most recent bid and ask prices. Futures contracts are generally valued at the settlement price. Certain futures contracts may be valued using last traded prices.

 

Shares of other open-end investment companies that are not ETFs held by the Funds are valued based on the NAVs of such other investment companies.

 

As noted in the Prospectus, in certain instances, the Trusts’ Pricing Committee may determine that a reported valuation does not reflect fair value, based on additional information available or other factors, and accordingly may determine in good faith the fair value of the asset in accordance with the procedures adopted by the Board. Any such fair value may differ from the reported valuation.

 

Money Market Trusts — Rule 2a-7

 

Each Money Market Trust seeks to maintain a constant net asset value (“NAV”) of $1.00 per share.

 

Each Money Market Trust uses the amortized cost valuation method in reliance upon Rule 2a-7 under the 1940 Act. As required by this rule, each Money Market Trust will maintain a dollar-weighted average maturity of 60 days or less, and a dollar-weighted average life of 120 days or less. Unlike a Money Market Trust’s weighted average maturity, the fund’s weighted average life is calculated without reference to the re-set dates of variable rate debt obligations held by the fund. In addition, each Money Market Trust is only permitted to purchase securities that the subadviser determines present minimal credit risks and at the time of purchase are “eligible securities,” as defined by Rule 2a-7. Generally, eligible securities must be rated by a NRSRO in one of the two highest rating categories for short-term debt obligations or be of comparable quality. In accordance with Rule 2a-7, the Board has designated the following four NRSROs for the purposes of determining the eligibility of portfolio securities: S&P, Moody’s, Fitch, and DBRS Limited (“DBRS”). Appendix I to this SAI contains further information concerning the ratings of these NRSROs and their significance.

 

Securities in the highest rating category and their unrated equivalents are referred to as “First Tier” securities. Securities in the second-highest rating category and their equivalents are referred to as “Second Tier” securities. Each Money Market Trust will invest only in First Tier securities that have remaining maturities of 397 days or less, and will invest only in Second Tier securities that have remaining maturities of 45 days or less. A Money Market Trust may not invest more than 3% of its total assets in Second Tier securities.

 

The Trustees have established procedures designed to stabilize, to the extent reasonably possible, each Money Market Trust’s constant NAV per share as computed for the purpose of sales and redemptions. The procedures direct the Advisor to establish procedures that will allow for the monitoring of the propriety of the continued use of amortized cost valuation to maintain a constant NAV of $1.00. The procedures also direct the Advisor to determine NAV based upon available market quotations (“Shadow Pricing”), pursuant to which each Money Market Trust shall value weekly (a) all portfolio instruments for which market quotations are readily available at market, and (b) all portfolio instruments for which market quotations are not readily available or are not obtainable from a pricing service, at their fair value as determined in good faith by the Trustees (the actual calculations, however, may be made by persons acting pursuant to the direction of the Trustees.) If the fair value of a security needs to be determined, the subadvisor will provide

 

101
 

 

determinations, in accordance with procedures and methods established by the Trustees of JHVIT, of the fair value of securities held by a Money Market Trust.

 

In the event that the deviation from the amortized cost exceeds 0.50 of 1% or $0.05 per share in NAV, the Advisor shall promptly call a special meeting of the Trustees to determine what, if any, action should be initiated. Where the Trustees believe the extent of any deviation from a Money Market Trust’s amortized cost NAV may result in material dilution or other unfair results to investors or existing shareholders, they shall take the action they deem appropriate to eliminate or reduce to the extent reasonably practical such dilution or unfair results. The actions that may be taken by the Trustees include, but are not limited to:

 

· redeeming shares in kind;

 

· selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten the average portfolio maturity of a Money Market Trust;

 

· withholding or reducing dividends;

 

· utilizing an NAV based on available market quotations; or

 

· investing all cash in instruments with a maturity on the next business day.

 

A Money Market Trust also may reduce the number of its shares outstanding by redeeming proportionately from shareholders, without the payment of any monetary compensation, such number of full and fractional shares as is necessary to maintain the fund’s constant NAV per share. Any such redemption will be treated as a negative dividend for purposes of the net investment factor under the contracts issued by John Hancock New York and John Hancock USA.

 

Each Money Market Trust intends to hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions in light of the fund’s obligations under Section 22(e) of the 1940 Act and any commitments the fund has made to shareholders. A Money Market Trust will not acquire any security if, after doing so, more than 5% of its total assets would be invested in illiquid securities. An “illiquid security” is a security that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the value ascribed to it by the fund. In addition, each Money Market Trust will hold sufficiently liquid securities to meet the following daily and weekly standards: (a) the fund will not acquire any security other than cash, U.S. Government securities, or securities convertible to cash within one business day (“Daily Liquid Assets”) if, immediately after the acquisition, the fund would have invested less than 10% of its total assets in Daily Liquid Assets; and (b) the fund will not acquire any security other than cash, U.S. Government securities, or securities convertible to cash within five business days (“Weekly Liquid Assets”) if, immediately after the acquisition, the fund would have invested less than 30% of its total assets in Weekly Liquid Assets.

 

Each Money Market Trust has developed policies and procedures reasonably designed to consider factors that could affect the fund’s liquidity needs, including characteristics of the fund’s investors and their likely redemptions, and assure that appropriate efforts are undertaken to identify risk characteristics of shareholders.

 

POLICY REGARDING DISCLOSURE OF PORTFOLIO HOLDINGS

 

The Board has adopted a Policy Regarding Disclosure of Portfolio Holdings, to protect the interests of the shareholders of the funds and to address potential conflicts of interest that could arise between the interests of shareholders and the interests of the Advisor, or the interests of the funds’ subadvisors, principal underwriter or affiliated persons of the Advisor, subadvisors or principal underwriter. The Trust’s general policy with respect to the release of a fund’s portfolio holdings to persons who are not affiliated persons of the Advisor is to do so only in limited circumstances and only to provide nonpublic information regarding portfolio holdings to any person, including affiliated persons, on a “need to know” basis and, when released, to release such information only as consistent with applicable legal requirements and the fiduciary duties owed to shareholders. The Trust applies its policy uniformly to all potential recipients of such information, including individual and institutional investors, intermediaries, affiliated persons of the Advisor, and to all third party service providers and rating agencies.

 

Portfolio holdings information for a fund that is not publicly available will be released only pursuant to the exceptions described in the Policy Regarding Disclosure of Portfolio Holdings. A fund’s material nonpublic holdings information may be provided to non-affiliated persons as part of the investment activities of the fund to: entities that, by explicit agreement, are required to maintain the confidentiality of the information disclosed; rating organizations, such as Moody’s, S&P, Fitch, Morningstar and Lipper, Vestik

 

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(Thompson Financial) or other entities for the purpose of compiling reports and preparing data; proxy voting services for the purpose of voting proxies; entities providing computer software; courts (including bankruptcy courts) or regulators with jurisdiction over the Trust and its affiliates; and institutional traders to assist in research and trade execution. Exceptions to the portfolio holdings release policy can be approved only by the Trust’s Chief Compliance Officer (“CCO”) or the CCO’s duly authorized delegate after considering: (a) the purpose of providing such information; (b) the procedures that will be used to ensure that such information remains confidential and is not traded upon; and (c) whether such disclosure is in the best interest of the shareholders.

 

As of the date of this SAI, the entities that may receive information described in the preceding paragraph are as presented in the table below. If not otherwise noted, portfolio holdings information is provided as frequently as daily with a one-day lag.

 

Abel/Noser Corp. (trade execution) Institutional Shareholder Services (ISS) (class actions, proxy voting)
Advent Software (reconciliation) Interactive Data  (pricing)
Barclays Capital (analytics) Investment Technology (analytics)
Bloomberg (analytics, compliance, order management, pricing, research reports, trade order management) ITG Solutions (analytics, trade execution analysis)
BNP Paribus (leverage provider, pledging) Lipper (ratings / surveys)
BNY Mellon (fund administration, middle office functions) Manulife Financial (credit review)
Brown Brothers Harriman (back office functions, reconciliation, securities lending) Markit (back office functions)
Capital Institutional Services (CAPIS) (commission recapture, rebalancing strategy, transition services) Morningstar (ratings / surveys)
Charles River Systems (trading system) MSCI Barra (performance)
Citicorp Global Transactions Services (middle office functions) NASDAQ (navs)
Cogent Consulting (consulting) Northern Trust (back office functions, data storage)
Confluence Technologies (consulting) OMGEO LLC (software vendor)
Cortland Capital Market Services LLC (senior loan servicing) PricewaterhouseCoopers (audit services)
Deutsche Bank (securities lending) Proxy Edge (proxy voting)
EDM Americas (data storage) Risk Metrics (class actions, proxy voting)
Electra Information Systems (reconciliation) RR Donnelley (printing)
Elkins McSherry (trade execution analysis) SEI Investments (back office functions, middle office functions)
Ernst & Young (passive foreign income company (PFIC)) SimCorp (portfolio accounting)
Evare (analytics, data gathering, reconciliation) SJ Levinson (proxy voting)
Factset (analytics, data gathering, performance, research reports, systems support) SS&C Technologies (accounting, analytics, data gathering, reconciliation)
Failstation (matched/unmatched trades reporting) Star Compliance (code of ethics monitoring)
Fidessa LatentZero inc. (pre-trade compliance monitoring, post-trade compliance monitoring) State Street Investment Management Solutions (back office functions)
Financial Tracking (compliance) Style Research (performance, risk analysis, style analysis)
GainsKeeper (tax reporting, wash sale & REIT data) SunGard (accounting, insider trading monitoring, securities lending)
GCOM/BOWNE (financial reporting) Swift (accounting messages, custody messages, trade messaging)
Glass Lewis (proxy voting) TCS of America (systems support)
Global Trading Analytics (trade execution analysis) Thomson Reuters Vestek (analytics)
Goldman Sachs (securities lending) Trade Informatics (trade cost analysis)
IDS GmbH (analysis & reporting services)  

 

As part of investment strategies for the Lifestyle MVPs, the Trust has adopted strategies to seek to manage the volatility of returns for the Lifestyle MVPs while limiting the magnitude of potential portfolio losses (the “Volatility Management Strategies”, investments in furtherance of this strategy are referred to as “Volatility Management Investments”). In connection with the Volatility Management Strategy, the Advisor and the subadvisors to the Lifestyle MVPs (the “Lifestyle Subadviser”) may at the request of John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (the “Insurance Companies”) provide certain analytical nonpublic information regarding each Lifestyle MVP’s Volatilty Management Investments and other holdings to the Insurance Companies for use in managing their risk under certain guarantees provided under variable contracts that use the Lifestyle MVPs as investment options. This information may include information about aggregate long or short exposure and changes in aggregate exposure to types of securities, currencies, or other instruments, which may be broken down by type of security (e.g.,

 

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equities, debt, mortgage-related securities, etc.), sector, index, country, or other characteristics, and which reflect completed transactions in futures contracts or other derivatives that are part of the Volatility Management Investments. This information may also include analytical information that is based on holdings or trades arising from the management of a Lifestyle MVP or other fund of the Trust. The information may be provided as frequently as reasonably requested by an Insurance Company, including on an intra-day basis, and there need not be any lag between the effective time of the analytical information and the disclosure to an Insurance Company. While information may not be provided about specific trades or pending transactions, the Insurance Companies may be able to deduce information about prior trades from the analytical information that is provided. Under procedures approved by the Board, the analytical information may be provided to the Insurance Companies solely for the limited purpose of helping the Insurers in a hedging program they use for their own accounts to help manage their risks under the guarantees on the variable contracts, and only if the Insurance Companies implement procedures that prohibit their employees, officers, agents and affiliates who receive such information from disclosing it or using it in any unauthorized fashion, including for personal trading or benefit. The procedures allow the analytical information to be provided under circumstances, including testing, that is designed to make sure there is no meaningful harm to the Lifestyle MVPs or other Series of JHVIT. Moreover, the Insurance Companies have reported to the Board that they do not expect their hedging program to affect prices of securities on markets, but investors bear the risk that the Insurance Companies hedging program will adversely affect securities prices and the performance of the Lifestyle MVP or other funds.

 

The CCO is required to pre-approve any other disclosure of nonpublic information regarding a fund’s portfolio holdings to any affiliated persons of the Trust. The CCO will use the same three considerations stated above before approving disclosure of a fund’s nonpublic information to affiliated persons.

 

The CCO shall report to the Board whenever additional disclosures of a fund’s portfolio holdings are approved. The CCO’s report shall be at the Board meeting following such approval.

  

Registered investment companies and separate accounts that are advised or subadvised by a fund’s subadvisors may have investment objectives and strategies and, therefore, portfolio holdings, that potentially are similar to those of a fund. Neither such registered investment companies and separate accounts nor the fund’s subadvisors are subject to the Trust’s Policy Regarding Disclosure of Portfolio Holdings, and may be subject to different portfolio holdings disclosure policies. A fund’s subadvisors may not, and the Trust’s Board cannot, exercise control over policies applicable to separate subadvised funds and accounts.

 

In addition, the Advisor or the fund’s subadvisors may receive compensation for furnishing to separate account clients (including sponsors of wrap accounts) model portfolios, the composition of which may be similar to those of a fund. Such clients have access to their portfolio holdings and are not subject to the Trust’s Policy Regarding Disclosure of Portfolio Holdings. In general, the provision of portfolio management services and/or model portfolio information to wrap program sponsors is subject to contractual confidentiality provisions that the sponsor will only use such information in connection with the program, although there can be no assurance that this would be the case in an agreement between any particular fund subadvisor that is not affiliated with the Advisor and a wrap account sponsor. Finally, the Advisor or a fund’s subadvisors may distribute to investment advisory clients analytical information concerning a model portfolio, which information may correspond substantially to the characteristics of a particular fund’s portfolio, provided that the applicable fund is not identified in any manner as being the model portfolio.

 

The potential provision of information in the various ways discussed in the preceding paragraph is not subject to the Trust’s Policy Regarding Disclosure of Portfolio Holdings, as discussed above, and is not deemed to be the disclosure of a fund’s nonpublic portfolio holdings information.

 

As a result of a fund’s inability to control the disclosure of information as noted above, there can be no guarantee that this information would not be used in a way that adversely impacts a fund.  Nonetheless, a fund has oversight processes in place to attempt to minimize this risk.

 

In addition, the Advisor or the fund’s subadvisors may receive compensation for furnishing to separate account clients (including sponsors of wrap accounts) model portfolios, the composition of which may be similar to those of a fund. Such clients have access to their portfolio holdings and are not subject to the Trust’s Policy Regarding Disclosure of Portfolio Holdings. In general, the provision of portfolio management services and/or model portfolio information to wrap program sponsors is subject to contractual confidentiality provisions that the sponsor will only use such information in connection with the program, although there can be no assurance that this would be the case in an agreement between any particular fund subadvisor that is not affiliated with the Advisor and a wrap account sponsor. Finally, the Advisor or a fund’s subadvisors may distribute to investment advisory clients analytical information concerning a model portfolio, which information may correspond substantially to the characteristics of a particular fund’s portfolio, provided that the applicable fund is not identified in any manner as being the model portfolio.

 

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The potential provision of information in the various ways discussed in the preceding paragraph is not subject to the Trust’s Policy Regarding Disclosure of Portfolio Holdings, as discussed.

 

JHVIT Portfolio Holdings Currently Posted on Websites. The ten largest holdings of each fund that is offered through a variable insurance product will be posted to the website listed below no earlier than 15 days after each calendar quarter end. These holdings will remain on the websites until the date JHVIT files its Form N-CSR or Form N-Q with the SEC for the period that includes the date as of which the website information is current. JHVIT’s Form N-CSR and Form N-Q will contain each fund’s entire portfolio holdings as of the applicable calendar quarter end.

 

JHVIT Portfolio Holdings Websites:

http://jh1.jhlifeinsurance.com/JHPortal/channel/0,2446,2072859_2079697,00.html (for John Hancock variable life products)

http://www.jhannuities.com/Marketing/Portfolios/PortfoliosManagementTeamPage.aspx?globalNavID=21 (for John Hancock variable annuity products)

 

Money Market Trust Portfolio Holdings Posted on a Website. Portfolio information for each Money Market Trust is posted monthly on the website below. Information that is current as of the last business day of a month is posted no later than the fifth business day of the following month and will remain on the website for at least six months. Such information includes complete portfolio holdings by investment category as well as the overall dollar-weighted average maturity and dollar weighted average life of the portfolio. Each Money Market Trust reports more detailed portfolio holdings information to the SEC monthly on Form N-MFP. This information is made publicly available 60 days after the end of the month to which it pertains.

 

Money Market Trust Portfolio Holdings Website:

 

www.johnhancock.com/moneymarket/va.html

 

SHAREHOLDERS OF JHVIT

 

JHVIT currently serves as the underlying investment medium for premiums and purchase payments invested in variable contracts issued by insurance companies both those affiliated with MFC, the ultimate controlling parent of the Advisor, and those that are not affiliated with MFC.

 

Control Persons. As of March 31, 2015, no one was considered a control person of any of the funds. A control person is one who has beneficial ownership of more than 25% of the voting securities of a fund or who acknowledges or asserts having or is adjudicated to have control of a fund. As of March 31, 2015, shares of JHVIT were legally owned 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”), by other insurance companies not affiliated with MFC (“Nonaffiliated Insurance Companies”) and the Funds of Funds. John Hancock Insurance Companies and Nonaffiliated Insurance Companies are collectively referred to as “Insurance Companies.”

 

The Insurance Companies hold shares principally in their separate accounts. They also may hold shares directly. An Insurance Company may legally own in the aggregate more than 25% of the shares of a fund. For purposes of the 1940 Act, any person who owns “beneficially” more than 25% of the outstanding shares of a fund is presumed to “control” the fund. Shares are generally deemed to be beneficially owned by a person who has the power to vote or dispose of the shares. An Insurance Company has no power to exercise any discretion in voting or disposing of any of the shares that it legally owns, except that it may have the power to dispose of shares that it holds directly. Consequently, an Insurance Company would be presumed to control a fund only if it holds directly for its own account, and has the power to dispose of, more than 25% of the shares of the fund. The Funds of Funds, individually or collectively, may hold more than 25% of the shares of an Underlying Fund.

 

Shareholders. As of March 31, 2015, JHVIT Shareholders are as follows:

 

the Insurance Companies . (Each Insurance Company that is a shareholder of JHVIT holds of record in its separate accounts JHVIT shares attributable to variable contracts), and

 

Each of the JHVIT fund of funds, each of which invests in and holds of record shares of Underlying Funds.

 

JHVIT may be used for other purposes in the future. JHVIT shares are not offered directly to, and may not be purchased directly by, members of the public. The paragraph below lists the entities that are eligible to be shareholders of JHVIT.

 

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Entities Eligible to Be Shareholders of JHVIT. In order to reflect the conditions of Section 817(h) and other provisions of the Code and regulations thereunder, shares of JHVIT may be purchased only by the following eligible shareholders:

 

separate accounts of the Insurance Companies and other insurance companies;

 

the Insurance Companies and certain of their affiliates; and

 

any trustee of a qualified pension or retirement plan.

 

Voting of Shares by the Insurance Companies and JHVIT. The Insurance Companies have the right to vote upon matters that may be voted upon at any JHVIT Shareholders’ meeting. These companies will vote all shares of the funds issued to them in proportion to the timely voting instructions received from owners of variable contracts participating in the separate accounts of such companies that are registered under the 1940 Act (“Contract Owner Instructions”). The effect of proportional voting is that a small number of contract owners can determine the outcome of the voting. In addition, JHVIT will vote all shares of a fund held by a JHVIT fund of funds in proportion to the votes of the other shareholders of such fund.

 

Mixed and Shared Funding. Shares of JHVIT may be sold to JHVIT Shareholders described above. JHVIT currently does not foresee any disadvantages to any JHVIT Shareholders arising from the fact that the interests of those investors may differ. Nevertheless, the Board will monitor events in order to identify any material irreconcilable conflicts which may possibly arise due to differences of tax treatment or other considerations and to determine what action, if any, should be taken in response thereto. Such an action could include the withdrawal of a JHVIT Shareholder from investing in JHVIT or a particular fund.

 

Principal Holders. The following sets forth the principal holders of the shares of each fund. Principal holders are those who own of record or are known by JHVIT to own beneficially 5% or more of a series of a fund’s outstanding shares.

 

As of March 31, 2015, the John Hancock Insurance Companies owned of record all of the outstanding Series I, II and III shares of the JHVIT funds.

 

As of March 31, 2015, the Insurance Companies and the JHVIT fund of funds owned of record all of the outstanding NAV shares of the JHVIT funds.

 

Trustees and officers of JHVIT, in the aggregate, own or have the right to provide voting instructions for less than 1% of the outstanding shares of each share class of each fund.

 

HISTORY OF JHVIT

 

JHVIT Name Change. From January 1, 2005 to May 2, 2011, the name of JHVIT was John Hancock Trust. From October 1, 1997 to January 1, 2005, the name of JHVIT was Manufacturers Investment Trust. Prior to October 1, 1997, the name of JHVIT was NASL Series Trust.

 

Prior Names of the Funds. Some of the names of the funds have been changed at various times. The prior name of each such fund and the date of the name change are set forth below.

 

Existing Name Prior Name Date of Change
Blue Chip Growth Trust Pasadena Growth Trust October 1, 1996
Equity-Income Trust Value Equity Trust December 31, 1996
Global Bond Trust Global Government Bond Trust May 1, 1999
All Cap Core Trust Growth Trust November 25, 2002
Global Trust Global Equity Trust May 1, 2004
International Core Trust International Stock Trust April 28, 2006
Lifestyle Aggressive MVP Lifestyle Aggressive Trust April 30, 2014; Lifestyle Aggressive Trust (April 28, 2006 to April 29, 2014); Lifestyle Aggressive 1000 Trust (inception to April 27, 2006)
Lifestyle Growth MVP Lifestyle Growth Trust April 30, 2014; Lifestyle Growth Trust (April 28, 2006 to April 29, 2014); Lifestyle Growth 820 Trust (inception to April 27, 2006)

 

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Existing Name Prior Name Date of Change
Lifestyle Balanced MVP Lifestyle Balanced Trust April 30, 2014; Lifestyle Balanced Trust (April 28, 2006 to April 29, 2014); Lifestyle Balanced 640 Trust (inception to April 27, 2006)
Lifestyle Moderate MVP Lifestyle Moderate Trust April 30, 2014; Lifestyle Moderate Trust (April 28, 2006 to April 29, 2014); Lifestyle Moderate 460 Trust (inception to April 27, 2006)
Lifestyle Conservative MVP Lifestyle Conservative Trust April 30, 2014; Lifestyle Conservative Trust (April 28, 2006 to April 29, 2014); Lifestyle Conservative 280 Trust (inception to April 27, 2006)
Strategic Income Opportunities Trust Strategic Income Trust May 1, 2010
New Income Trust Spectrum Income Trust May 1, 2010
Fundamental All Cap Core Trust Optimized All Cap Trust June 27, 2011
Fundamental Large Cap Value Trust Optimized Value Trust June 27, 2011
U.S. Equity Trust U.S. Multi Sector Trust June 27, 2011
Financial Industries Trust Financial Services Trust November 1, 2014

 

ORGANIZATION OF JHVIT

 

Organization of JHVIT. JHVIT was originally organized on August 3, 1984 as “NASL Series Fund, Inc.” (“NASL”), a Maryland corporation. Effective December 31, 1988, NASL was reorganized as a Massachusetts business trust. Pursuant to such reorganization, JHVIT assumed all the assets and liabilities of NASL and carried on its business and operations with the same investment management arrangements as were in effect for NASL at the time of the reorganization. The assets and liabilities of each of NASL’s separate portfolios were assumed by the corresponding fund.

 

Classification. JHVIT is a no-load, open-end management investment company registered with the SEC under the 1940 Act.

 

Powers of the Trustees of JHVIT. Under Massachusetts law and JHVIT’s Declaration of Trust and By-Laws, the management of the business and affairs of JHVIT is the responsibility of its Trustees.

 

The Declaration of Trust authorizes the Trustees of JHVIT without shareholder approval to do the following:

 

Issue an unlimited number of full and fractional shares of beneficial interest having a par value of $.01 per share;

 

Divide such shares into an unlimited number of series of shares and to designate the relative rights and preferences thereof;

 

Issue additional series of shares or separate classes of existing series of shares;

 

Approve fund mergers, to the extent consistent with applicable laws;

 

Designate a class of shares of a fund as a separate fund;

 

Approve mergers of series (to the extent consistent with applicable laws and regulations); and

 

Designate a class of shares of a series as a separate series.

 

Shares of JHVIT. The shares of each fund, when issued and paid for, will be fully paid and non-assessable and will have no preemptive or conversion rights. Shares of each fund have equal rights with regard to redemptions, dividends, distributions and liquidations with respect to that fund. Holders of shares of any fund are entitled to redeem their shares as set forth under “Redemption of Shares.”

 

Each issued and outstanding share is entitled to participate equally in dividends and distributions declared by the respective fund and upon liquidation in the net assets of such fund remaining after satisfaction of outstanding liabilities. For these purposes and for purposes of determining the sale and redemption prices of shares, any assets that are not clearly allocable to a particular fund will be

 

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allocated in the manner determined by the Trustees. Accrued liabilities that are not clearly allocable to one or more funds will also be allocated among the funds in the manner determined by the Trustees.

 

Shareholder Voting. Shareholders of each fund are entitled to one vote for each full share held (and fractional votes for fractional shares held) irrespective of the relative net asset values of the shares of the fund. All shares entitled to vote are voted by series. However, when voting for the election of Trustees and when otherwise permitted by the 1940 Act, shares are voted in the aggregate and not by series. Only shares of a particular fund are entitled to vote on matters determined by the Trustees to affect only the interests of that fund. Pursuant to the 1940 Act and the rules and regulations thereunder, certain matters approved by a vote of a majority of all the shareholders of JHVIT may not be binding on a fund whose shareholders have not approved such matter. There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until less than a majority of the Trustees holding office has been elected by shareholders, at which time the Trustees then in office will call a shareholders’ meeting for the election of Trustees. Holders of not less than two-thirds of the outstanding shares of JHVIT may remove a Trustee by a vote cast in person or by proxy at a meeting called for such purpose. Shares of JHVIT do not have cumulative voting rights, which means that the holders of more than 50% of JHVIT’s shares voting for the election of Trustees can elect all of the Trustees if they so choose. In such event, the holders of the remaining shares would not be able to elect any Trustees.

 

Shareholder Liability. Under Massachusetts law, shareholders of JHVIT could, under certain circumstances, be held personally liable for the obligations of JHVIT. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of JHVIT and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Trustees or any officer of JHVIT. The Declaration of Trust also provides for indemnification out of the property of a JHVIT fund for all losses and expenses of any shareholder held personally liable for the obligations of such portfolio. In addition, the Declaration of Trust provides that JHVIT shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of JHVIT and satisfy any judgment thereon, but only out of the property of the affected fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which a particular fund would be unable to meet its obligations.

 

ADDITIONAL INFORMATION CONCERNING TAXES

 

The following discussion is a general and abbreviated summary of certain additional tax considerations affecting a fund and its shareholders. No attempt is made to present a detailed explanation of all federal, state, local and foreign tax concerns, and the discussions set forth here and in the Prospectus do not constitute tax advice. Investors are urged to consult their own tax advisors with specific questions relating to federal, state, local or foreign taxes.

 

Since the funds’ shareholders are principally: (i) life insurance companies whose separate accounts invest in the funds for purposes of funding variable annuity and variable life insurance contracts and (ii) trustees of qualified pension and retirement plans, no discussion is included herein as to the U.S. federal income tax consequences to the holder of a variable annuity or life insurance contract who allocates investments to a fund. For information concerning the U.S. federal income tax consequences to such holders, see the prospectus for such contract. Holders of variable annuity or life insurance contracts should consult their tax advisors about the application of the provisions of the tax law described in this SAI in light of their particular tax situations.

 

JHVIT believes that each fund will qualify as a regulated investment company under Subchapter M of the Code. If any fund does not qualify as a regulated investment company, it will be subject to U.S. federal income tax on its net investment income and net capital gains. As a result of qualifying as a regulated investment company, a fund will not be subject to U.S. federal income tax on its net investment income (i.e., its investment company taxable income, as that term is defined in the Code, determined without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of its net realized long-term capital gain over its net realized short-term capital loss), if any, that it distributes to its shareholders in each taxable year, provided that it distributes to its shareholders at least the sum of 90% of its net investment income and 90% of its net tax-exempt interest income for such taxable year.

 

A fund will be subject to a non-deductible 4% excise tax to the extent that the fund does not distribute by the end of each calendar year: (a) at least 98% of its ordinary income for the calendar year; (b) at least 98.2% of its capital gain net income for the one-year period ending, as a general rule, on October 31 of each year; and (c) 100% of the undistributed ordinary income and capital gain net income from the preceding calendar years (if any). For this purpose, any income or gain retained by a fund that is subject to corporate tax will be considered to have been distributed by year-end. To the extent possible, each fund intends to make sufficient distributions to avoid the application of both corporate income and excise taxes. Under current law, distributions of net investment income and net capital gain are not taxed to a life insurance company to the extent applied to increase the reserves for the company’s variable annuity and life insurance contracts.

 

To qualify as a regulated investment company for income tax purposes, a fund must derive at least 90% of its annual gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or

 

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foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in stock, securities and currencies, and net income derived from an interest in a qualified publicly traded partnership.

 

A “qualified publicly traded partnership” is a publicly traded partnership that satisfies certain qualifying income requirements of Code Section 7704. All of the income received by a fund from its investment in a qualified publicly traded partnership will be income satisfying the 90% qualifying income test. A fund investing in publicly traded partnerships might be required to recognize in its taxable year income in excess of its cash distributions from such publicly traded partnerships during that year. Such income, even if not reported to the fund by the publicly traded partnerships until after the end of that year, would nevertheless be subject to the regulated investment company income distribution requirements and would be taken into account for purposes of the 4% excise tax.

 

Under an IRS revenue ruling effective after September 30, 2006, income from certain commodities-linked derivatives in which certain funds invest is not considered qualifying income for purposes of the 90% qualifying income test. This ruling limits the extent to which a fund may receive income from such commodity-linked derivatives to a maximum of 10% of its annual gross income. Although the IRS has ruled privately that certain commodity-linked notes are not affected by this revenue ruling, it is unclear what other types of commodity-linked derivatives are affected. Also, the IRS has suspended its practice of issuing private rulings with respect to commodity-linked notes.

 

To qualify as a regulated investment company, a fund must also satisfy certain requirements with respect to the diversification of its assets. A fund must have, at the close of each quarter of the taxable year, at least 50% of the value of its total assets represented by cash, cash items, U.S. government securities, securities of other regulated investment companies, and other securities that, in respect of any one issuer, do not represent more than 5% of the value of the assets of the fund nor more than 10% of the voting securities of that issuer. In addition, at those times not more than 25% of the value of the fund’s assets may be invested in securities (other than United States Government securities or the securities of other regulated investment companies) of any one issuer, or of two or more issuers, which the fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or of one or more qualified publicly traded partnerships.

 

If a fund failed to meet the annual gross income test described above, the fund would nevertheless be considered to have satisfied the test if (i) (a) such failure was due to reasonable cause and not due to willful neglect and (b) the fund reported the failure pursuant to Treasury Regulations to be adopted, and (ii) the fund pays an excise tax equal to the excess non-qualifying income. If a fund failed to meet the asset diversification test described above with respect to any quarter, the fund would nevertheless be considered to have satisfied the requirements for such quarter if the fund cured such failure within 6 months and either (i) such failure was de minimis or (ii) (a) such failure was due to reasonable cause and not due to willful neglect and (b) the fund reports the failure under Treasury Regulations to be adopted and pays an excise tax.

 

If a fund failed to qualify as a regulated investment company, the fund would incur regular corporate income tax on its taxable income for that year, it would lose its deduction for dividends paid to shareholders, and it would be subject to certain gain recognition and distribution requirements upon requalification. Further distributions of income by the fund to its shareholders would be treated as dividend income, although such dividend income would constitute qualified dividend income subject to reduced federal income tax rates for an individual shareholder who satisfies certain holding period requirements with respect to his or her shares in the fund. Compliance with the regulated investment company 90% qualifying income test and with the asset diversification requirements is carefully monitored by the Advisor and the subadvisors and it is intended that the funds will comply with the requirements for qualification as regulated investment companies.

 

Because JHVIT complies with the ownership restrictions of U.S. Treasury Regulations Section 1.817-5(f), IRS Revenue Ruling (“Rev. Rul.”) 81-225, Rev. Rul. 2003-91, and Rev. Rul. 2003-92 (no direct ownership by the public), JHVIT expects each insurance company separate account to be treated as owning (as a separate investment) its proportionate share of each asset of any fund in which it invests for purposes of separate account diversification requirements, provided that the fund qualifies as a regulated investment company. Therefore, each fund intends and expects to meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Code. These requirements generally provide that no more than 55% of the value of the assets of a fund may be represented by any one investment; no more than 70% by any two investments; no more than 80% by any three investments; and no more than 90% by any four investments. For these purposes, all securities of the same issuer are treated as a single investment and each United States government agency or instrumentality is treated as a separate issuer.

 

A fund may make investments that produce income that is not matched by a corresponding cash distribution to the fund, such as investments in pay-in-kind bonds or in obligations such as certain Brady Bonds and zero-coupon securities having original issue discount (i.e., an amount equal to the excess of the stated redemption price of the security at maturity over its issue price), or market discount (i.e., an amount equal to the excess of the stated redemption price at maturity of the security (appropriately adjusted if it also has original issue discount) over its basis immediately after it was acquired) if the fund elects to accrue market discount on a current

 

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basis. In addition, income may continue to accrue for federal income tax purposes with respect to a non-performing investment. Any such income would be treated as income earned by a fund and therefore would be subject to the distribution requirements of the Code. Because such income may not be matched by a corresponding cash distribution to a fund, such fund may be required to borrow money or dispose of other securities to be able to make distributions to its investors. In addition, if an election is not made to currently accrue market discount with respect to a market discount bond, all or a portion of any deduction for any interest expense incurred to purchase or hold such bond may be deferred until such bond is sold or otherwise disposed of.

 

Certain of the funds may engage in hedging or derivatives transactions involving foreign currencies, forward contracts, options and futures contracts (including options, futures and forward contracts on foreign currencies) and short sales (see “Hedging and Other Strategic Transactions”). Such transactions will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by a fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income of a fund and defer recognition of certain of the fund’s losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. In addition, these provisions (1) will require a fund to “mark-to-market” certain types of positions in its portfolio (that is, treat them as if they were closed out) and (2) may cause a fund to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirement and avoid the 4% excise tax. Each fund intends to monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it acquires any option, futures contract, forward contract or hedged investment in order to mitigate the effect of these rules.

 

Funds investing in foreign securities or currencies may be subject to withholding or other taxes to foreign governments. Foreign tax withholding from dividends and interest, if any, is generally imposed at a rate between 10% and 35%. If a fund purchases shares in a “passive foreign investment company” (a “PFIC”), the fund may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its shareholders. Additional charges in the nature of interest may be imposed on the fund in respect of deferred taxes arising from such distributions or gains. If a fund were to invest in a PFIC and elected to treat the PFIC as a “qualified electing fund” under the Code, in lieu of the foregoing requirements, the fund would be required to include in income each year a portion of the ordinary earnings and net capital gain of the qualified electing fund, even if not distributed to the fund. Alternatively, a fund can elect to mark-to-market at the end of each taxable year its shares in a PFIC; in this case, the fund would recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under either election, a fund might be required to recognize during a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirements and would be taken into account for purposes of the 4% excise tax.

 

Additional Tax Considerations. If a fund failed to qualify as a regulated investment company: (i) owners of contracts based on the fund would be treated as owning contracts based solely on shares of the fund (rather than on their proportionate share of the assets of such fund) for purposes of the diversification requirements under Subchapter L of the Code, and as a result might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral; and (ii) the fund would incur regular corporate federal income tax on its taxable income for that year and be subject to certain distribution requirements upon requalification. In addition, if a fund failed to comply with the diversification requirements of the regulations under Subchapter L of the Code, owners of contracts based on the fund might be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above rules is carefully monitored by the Advisor and the subadvisors and it is intended that the funds will comply with these rules as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in a reduction in the return under a fund, since, to comply with the above rules, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the subadvisors might otherwise believe to be desirable.

 

Other Information. For more information regarding the tax implications for the purchaser of a variable annuity or life insurance contract who allocates investments to a fund, please refer to the prospectus for the contract.

 

The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations currently in effect. It is not intended to be a complete explanation or a substitute for consultation with individual tax advisors. For the complete provisions, reference should be made to the pertinent Code sections and the Treasury Regulations promulgated thereunder. The Code and Regulations are subject to change, possibly with retroactive effect.

 

FINANCIAL STATEMENTS

 

Except as noted below, the financial statements of JHVIT at December 31, 2014, as they relate to the funds described in this SAI, are incorporated herein by reference from JHVIT’s most recent Annual Report to Shareholders filed with the SEC on Form N-CSR pursuant to Rule 30b2-1 under the 1940 Act. The following funds have not commenced operations as of the date of this SAI;

 

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therefore, no financial statements are incorporated herein by reference for these funds: Currency Strategies Trust, Lifecycle 2010 Trust, Lifecycle 2015 Trust, Lifecycle 2020 Trust, Lifecycle 2025 Trust, Lifecycle 2030 Trust, Lifecycle 2035 Trust, Lifecycle 2040 Trust, Lifecycle 2045 Trust and Lifecycle 2050 Trust.

 

LEGAL AND REGULATORY MATTERS

 

There are no legal proceedings to which the Trusts, the investment advisor or the principal underwriter is a party that are likely to have a material adverse effect on the Funds or the ability of either the investment advisor or the principal underwriter to perform its contract with the funds.

 

On June 25, 2007, the Advisor and three of its affiliates including the Distributor (collectively, the “John Hancock Affiliates”) reached a settlement with the SEC that resolved an investigation of certain practices relating to the John Hancock Affiliates’ variable annuity and mutual fund operations involving directed brokerage and revenue sharing. Under the terms of the settlement, each John Hancock Affiliate was censured and agreed to pay a $500,000 civil penalty to the United States Treasury. In addition, the Advisor and one of the John Hancock Affiliates agreed to pay disgorgement of $14,838,943 and prejudgment interest of $2,001,999 to the John Hancock Variable Insurance Trust funds that participated in the Advisor’s commission recapture program during the period from 2000 to April 2004. The Distributor and another John Hancock Affiliate agreed to pay disgorgement in the amount of $2,087,477 and prejudgment interest of $359,460 to certain entities advised by the associated John Hancock Affiliates. Collectively, all John Hancock Affiliates agreed to pay a total disgorgement of $16,926,420 and prejudgment interest of $2,361,460 to entities advised or distributed by John Hancock Affiliates. The Advisor discontinued the use of directed brokerage in recognition of the sale of fund shares in April 2004.

 

The foregoing speaks only as of the date of this SAI. While there may be additional litigation or regulatory developments in connection with the matters discussed above, the foregoing disclosure of litigation and regulatory matters will be updated only if those developments are material.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The financial statements of JHVIT at December 31, 2014, as they relate to the funds described in this SAI (except as noted above), including the related financial highlights that appear in the Prospectus, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as stated in their report with respect thereto, and are incorporated herein by reference in reliance upon said report given on the authority of said firm as experts in accounting and auditing. PricewaterhouseCoopers LLP has offices at 125 High Street, Boston, Massachusetts 02110.

 

CUSTODIAN

 

State Street Bank and Trust Company (“State Street”), State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, currently acts as custodian and bookkeeping agent of all the funds’ assets. State Street has selected various banks and trust companies in foreign countries to maintain custody of certain foreign securities. The Funds also may use special purpose custodian banks from time to time for certain assets. State Street is authorized to use the facilities of the Depository Trust Company, the Participants Trust Company and the book-entry system of the Federal Reserve Banks.

 

CODE OF ETHICS

 

JHVIT, the Advisor, the Distributor and each subadvisor have adopted Codes of Ethics that comply with Rule 17j-1 under the 1940 Act. Each Code permits personnel subject to the Code to invest in securities including securities that may be purchased or held by JHVIT.

 

MANAGEMENT OF OTHER FUNDS BY THE ADVISOR/SUBADVISOR

 

The funds of JHVIT described this SAI are not retail mutual funds and are only available under variable annuity contracts or variable life policies, through participation in tax qualified retirement plans or to certain permitted entities. Although the Advisor or subadvisors may manage retail mutual funds with similar names and investment objectives, no representation is made, and no assurance is given, that any fund’s investment results will be comparable to the investment results of any other fund, including other funds with the same investment adviser or subadvisor. Past performance is no guarantee of future results.

 

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APPENDIX I

 

DESCRIPTION OF BOND RATINGS

 

DESCRIPTIONS OF CREDIT RATING SYMBOLS AND DEFINITIONS

 

The ratings of Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Corporation (“S&P”) and Fitch Ratings (“Fitch”) represent their respective opinions as of the date they are expressed and not statements of fact as to the quality of various long-term and short-term debt instruments they undertake to rate. It should be emphasized that ratings are general and are not absolute standards of quality. Consequently, debt instruments with the same maturity, coupon and rating may have different yields while debt instruments of the same maturity and coupon with different ratings may have the same yield.

 

Ratings do not constitute recommendations to buy, sell, or hold any security, nor do they comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of any payments of any security.

 

MOODY’S LONG-TERM OBLIGATION RATINGS

 

Moody’s long-term ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised and reflect both the likelihood of default and any financial loss suffered in the event of default.

 

Aaa: Obligations rated ‘Aaa’ are judged to be of the highest quality, with minimal credit risk.

 

Aa:   Obligations rated ‘Aa’ are judged to be of high quality and are subject to very low credit risk.

 

A:     Obligations rated ‘A’ are considered upper-medium grade and are subject to low credit risk.

 

Baa: Obligations rated ‘Baa’ are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

 

Ba:   Obligations rated ‘Ba’ are judged to have speculative elements are subject to substantial credit risk.

 

B:     Obligations rated ‘B’ are considered speculative elements and are subject to high credit risk.

 

Caa: Obligations rated ‘Caa’ are judged to be of poor standing and are subject to very high credit risk.

 

Ca:   Obligations rated ‘Ca’ are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

 

C: Obligations rated ‘C’ are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

 

Note: Addition of a Modifier 1, 2 or 3: Moody’s appends numerical modifiers 1, 2 and 3 to each generic rating classification from “Aa” through “Caa”. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

 

S&P’S LONG-TERM ISSUE CREDIT RATINGS

 

An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). They are an

 

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assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy.

 

AAA: An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

 

AA:    An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

 

A:        An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

 

BBB: An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

BB, B, CCC, CC and C: Obligations rated ‘BB’, ‘B’, ‘CCC’ ‘CC’ and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

BB : An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

B:   An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

 

CCC: An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

 

CC: An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.

 

C:    The ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default.

D: An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due, unless S&P believes that such payments will be made within the shorter of the stated grace period but not longer than five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or taking of a similar action if payments on an obligation are jeopardized.

 

Note: Addition of a Plus (+) or minus (-) sign: The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

 

NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

 

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FITCH CREDIT RATING SCALES

 

The terms “investment grade” and “speculative grade” have established themselves over time as shorthand to describe the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms are market conventions and do not imply any recommendation or endorsement of a specific security for investment purposes. “Investment grade” categories indicate relatively low to moderate credit risk, while ratings in the “speculative” categories either signal a higher level of credit risk or that a default has already occurred.

 

NR: A designation of “Not Rated” or “NR” is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising a capital structure.

 

Investment Grade

 

AAA: Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

 

AA: Very high credit quality. ‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

 

A: High credit quality. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in adverse business or economic conditions than is the case for higher ratings.

 

BBB: Good credit quality. ‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. This is the lowest investment grade category.

 

Speculative Grade

 

BB: Speculative.

· ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

 

B: Highly speculative.

· For issuers and performing obligations, ‘B’ ratings indicate that material credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
· For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of ‘R1’ (outstanding).

 

CCC : Substantial credit risk.

· For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.
· For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of ‘R2’ (superior), or ‘R3’ (good) or ‘R4’ (average).

 

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CC: Very high levels of credit risk.

· For issuers and performing obligations, default of some kind appears probable.
· For individual obligations, may indicate distressed or defaulted obligations with Recovery Raging of ‘R4’ (average) or ‘R5’ (below average).

 

C: Exceptionally high levels of credit risk.

· For issuers and performing obligations, default is imminent, or inevitable, or is at a standstill.
· For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of ‘R6’ (poor).

 

RD: Restricted default.

o Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.

 

D : Default.

o Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:
- failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation;
- the bankruptcy filings, administration, receivership, liquidation or winding-up or cessation of business of an issuer/obligor; or
- the distressed exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation to avoid a probable payment default.

 

Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distresses debt exchange.

 

Issuers will be rated ‘D’ upon a default. Defaulted and distressed obligations typically are rated along the continuum of ,’B’ to ‘C’ rating categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation’s documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the ‘C’ category.

 

Default is determined by reference to the terms of the obligations’ documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation’s documentation, or where it believes that default ratings consistent with Fitch’s published definition of default are the most appropriate ratings to assign.

 

Note: Addition of a Plus (+) or minus (-) sign: Fitch ratings may be appended by the addition of a plus (+) or minus (-) sign to denote relative status within major rating categories.

 

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CORPORATE AND TAX-EXEMPT COMMERCIAL PAPER RATINGS

 

MOODY’S SHORT-TERM OBLIGATION RATINGS

 

Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding 13 months, unless explicitly noted.

 

Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:

 

P-1:    Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

 

P-2:    Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

 

P-3:    Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

 

NP:    Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

 

S&P’S SHORT-TERM OBLIGATION RATINGS

 

S&P’s short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days – including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual-rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium term notes are assigned long-term ratings. Ratings are graded into several categories, ranging from ‘A’ for the highest-quality obligations to ‘D’ for the lowest. These categories are as follows:

 

A-1:   A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is very strong.

 

A-2:   A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

 

A-3:   A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

B:      A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

C:      A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.

 

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D:      A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due, even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

 

Dual Ratings - S&P assigns “dual” rating to all debt issues that have a put option or demand feature as part of their structure.

 

The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, ‘AAA/A-1+’). With U. S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, ‘SP-1+/A-1+’).

 

FITCH SHORT-TERM ISSUER OR OBLIGATION RATINGS

 

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

 

F1: Highest short-term credit quality.

Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added plus sign (“+”) to denote any exceptionally strong credit feature.

 

F2: Good short-term credit quality.

Good intrinsic capacity for timely payment of financial commitments.

 

F3: Fair short-term credit quality.

The intrinsic capacity for timely payment of financial commitments is adequate.

 

B: Speculative short-term credit quality.

Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

 

C: High short-term default risk.

Default is a real possibility

 

RD: Restricted default.

Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

 

D: Default.

Indicates a broad-based default event for an entity, or the default of a short-term obligation.

 

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TAX-EXEMPT NOTE RATINGS

 

MOODY’S U.S. MUNICIPAL SHORT-TERM DEBT RATINGS

 

There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels ‘MIG 1’ through ‘MIG 3’. In addition, those short-term obligations that are of speculative quality are designated ‘SG’, or speculative grade. MIG ratings expire at the maturity of the obligation.

 

MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

 

MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

 

MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

 

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

 

S&P’S MUNICIPAL SHORT-TERM NOTE RATINGS

 

An S&P U.S. municipal note rating reflects S&P’s opinion about the liquidity factors and market access risks unique to notes. Notes due in 3 years or less will likely receive a note rating. Notes maturing beyond 3 years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:

 

· Amortization schedule – the larger the final maturity relative to other maturities, the more likely it will be treated as note; and
· Source of payment – the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

 

Note rating symbols are as follows:

 

SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

 

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

 

SP-3: Speculative capacity to pay principal and interest.

 

FITCH: see FITCH CREDIT RATINGS SCALES or FITCH SHORT-TERM ISSUER OR OBLIGATIONS RATINGS above.

 

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APPENDIX II

 

STANDARD & POOR’S CORPORATION DISCLAIMERS

 

The 500 Index Trust, 500 Index Trust B, and Mid Cap Index Trust (collectively, the “S&P Index Trusts”) are not sponsored, endorsed, sold or promoted by Standard & Poor’s (“S&P”). S&P makes no representation or warranty, express or implied, to the shareholders of the S&P Index Trusts, or any member of the public regarding the advisability of investing in securities generally or in the S&P Index Trusts particularly or the ability of the S&P 500 Index to track general stock market performance. S&P’s only relationship to the Trust is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Trust or the S&P Index Trusts. S&P has no obligation to take the needs of the Trust or the shareholders of the S&P Index Trusts into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of shares of the S&P Index Trusts or the timing of the issuance or sale of the shares of the S&P Index Trusts or in the determination or calculation of the equation by which shares of the S&P Index Trusts are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the S&P Index Trusts.

 

S&P does not guarantee the accuracy and/or the completeness of the S&P 500 Index or any data included therein and S&P shall have no liability for any errors, omissions, or interruptions therein. S&P makes no warranty, express or implied, as to results to be obtained by the Trust, shareholders of the S&P Index Trusts, or any other person or entity from the use of the S&P 500 Index or any data included therein. S&P makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500 Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.

 

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APPENDIX III

 

PORTFOLIO MANAGER INFORMATION

 

Allianz Global Investors U. S. LLC

 

Science & Technology Trust

 

The following chart reflects the portfolio managers’ investments in the funds that they manage. The chart also reflects information regarding accounts other than the funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment Vehicles

Other Accounts

 

Number of Accounts

Assets

(in millions)

 

Number of Accounts

Assets

(in millions)

 

 

Number of Accounts

Assets

(in millions)

 

 

Walter C. Price 6 $2,891 2 $243 6 $1,219
Huachen Chen 6 $2,891 2 $243 6 $1,219

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio
Manager
Other Registered
Investment
Companies
Other Pooled Investment Vehicles

Other Accounts

 

Number
of
Accounts
Assets Number of Accounts

Assets

 

Number
of
Accounts

Assets

(in millions)

 

 

Walter C. Price None None None

 

None

1 $240
Huachen Chen

 

None

 

None

 

None

 

None

1 $240

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

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POTENTIAL CONFLICTS OF INTEREST

 

Like other investment professionals with multiple clients, a portfolio manager for a fund may face certain potential conflicts of interest in connection with managing both a fund and other accounts at the same time. The paragraphs below describe some of these potential conflicts, which AllianzGI US believes are faced by investment professionals at most major financial firms. AllianzGI US has adopted compliance policies and procedures that attempt to address certain of these potential conflicts. The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (“performance fee accounts”), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts.

 

These potential conflicts may include, among others:

 

The most attractive investments could be allocated to higher-fee accounts or performance fee accounts.

 

The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.

 

The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.

 

When AllianzGI US considers the purchase or sale of a security to be in the best interests of a fund as well as other accounts, AllianzGI US’s trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased. Aggregation of trades may create the potential for unfairness to a fund or another account if one account is favored over another in allocating the securities purchased or sold—for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account. AllianzGI US considers many factors when allocating securities among accounts, including the account’s investment style, applicable investment restrictions, availability of securities, available cash and other current holdings. AllianzGI US attempts to allocate investment opportunities among accounts in a fair and equitable manner. However, accounts are not assured of participating equally or at all in particular investment allocations due to such factors as noted above.

 

“Cross trades,” in which one AllianzGI US account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest when cross trades are effected in a manner perceived to favor one client over another. For example, AllianzGI US may cross a trade between performance fee account and a fixed fee account that results in a benefit to the performance fee account and a detriment to the fixed fee account. AllianzGI US has adopted compliance procedures that provide that all cross trades are to be made at an independent current market price, as required by law.

 

Another potential conflict of interest may arise from the different investment objectives and strategies of a fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objectives, policies or restrictions than a \fund. Depending on another account’s objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to a fund. In addition, investment decisions are subject to suitability for the particular account involved. Thus, a particular security may not be bought or sold for certain accounts even though it was bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts. AllianzGI US maintains trading policies designed to provide portfolio managers an opportunity to minimize the effect that short sales in one portfolio may have on holdings in other portfolios.

 

A- 2
 

 

A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

 

A fund’s portfolio manager(s) may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the fund. In addition to executing trades, some brokers and dealers provide AllianzGI US with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain funds or accounts than to others. In order to be assured of continuing to receive services considered of value to its clients, AllianzGI US has adopted a brokerage allocation policy embodying the concepts of Section 28(e) of the Securities Exchange Act of 1934. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund and the Sub-Adviser’s other clients, a portfolio manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she manages.

 

A fund’s portfolio manager(s) may also face other potential conflicts of interest in managing a fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the funds and other accounts. In addition, a fund’s portfolio manager may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity.

 

AllianzGI US’s investment personnel, including each fund’s portfolio manager, are subject to restrictions on engaging in personal securities transactions pursuant to AllianzGI US’s Code of Ethics, which contain provisions and requirements designed to identify and address conflicts of interest between personal investment activities and the interests of the funds. The Code of Ethics is designed to ensure that the personal securities transactions, activities and interests of the employees of AllianzGI US will not interfere with (i) making decisions in the best interest of advisory clients (including the funds) or (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts.

 

Pallas Investment Partners, L.P. (“Pallas”) and Related Entities.

Pallas is an investment adviser registered with the SEC. Pallas is owned by Walter Price and Huachen Chen. Mr. Price and Mr. Chen are dually employed by Pallas and by AllianzGI US.

 

Pallas serves as investment manager to unregistered investment companies (the "Pallas Hedge Funds") — Pallas Global Technology Hedge Fund, L.P., Pallas Investments II, L.P., and CP21, L.P., each a Delaware limited partnership. The general partner of Pallas Investments II, L.P. Pallas Global Technology Hedge Fund, L.P. and CP21, L.P.is Pallas Investments, LLC, a Delaware limited liability company (the "General Partner"). Mr. Price and Mr. Chen own a majority of the interests in the General Partner. Each of the Pallas Hedge Funds pays a management fee and an incentive fee (based on a percentage of profits) to either Pallas or the General Partner. The management fee is 1.25% for Pallas Investments II, L.P. and 1.5 % for Pallas Global Technology Hedge Fund, L.P. and CP21 L.P. Mr. Price and Mr. Chen act as portfolio managers for certain AllianzGI US client accounts.

 

AllianzGI US and Pallas share common employees, facilities, and systems. Pallas may act as investment adviser to one or more of AllianzGI US’s affiliates, and may serve as sub-adviser for accounts or clients for which AllianzGI US or one of its affiliates serves as investment manager or investment adviser. AllianzGI US also may provide other services, including but not limited to investment advisory services or administrative services, to Pallas.

 

AllianzGI US, Pallas, and certain other Allianz investment management affiliates (“Allianz Advisory Affiliates”) all engage in proprietary research and all acquire investment information and research services from broker-dealers. AllianzGI US and the Allianz Advisory Affiliates share such research and investment information.

 

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In addition, trades entered into by Pallas on behalf of Pallas’ clients are executed through AllianzGI US’s equity trading desk, and trades by Pallas on behalf of Pallas’ clients (including the Pallas Hedge Funds) are aggregated with trades by AllianzGI US on behalf of AllianzGI US’s clients. All trades on behalf of Pallas’ clients that are executed through AllianzGI US’s equity trading desk will be executed pursuant to procedures designed to ensure that all clients of both AllianzGI US and Pallas (including the Pallas Hedge Funds) is treated fairly and equitably over time. The General Partner and/or Pallas receive a participation in the profits of the Pallas Hedge Funds. Mr. Price and Mr. Chen also invested personally in one or more of the Pallas Hedge Funds. As a result, Mr. Price and Mr. Chen have a conflict of interest with respect to the management of the Pallas Hedge Funds and the other accounts that they manage, and they may have an incentive to favor the Pallas Hedge Funds over other accounts that they manage. AllianzGI US has adopted procedures reasonably designed to ensure that Mr. Price and Mr. Chen meet their fiduciary obligations to all clients for whom they act as portfolio managers and treats all such clients fairly and equitably over time.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

AllianzGI US maintains a compensation system that is designed to reward excellence, retain talent and align the individual interests of our staff with the investment results generated on behalf of our clients. Our compensation system is designed to support our corporate values and culture. While we acknowledge the importance of financial incentives and seek to pay top quartile compensation for top quartile performance, we also believe that compensation is only one of a number of critically important elements that allow the emergence of a strong, winning culture that attracts, retains and motivates talented investors and teams.

 

The primary components of compensation are the base salary and an annual discretionary variable compensation payment. This variable compensation component typically comprises a cash bonus that pays out immediately as well as a deferred component, for members of staff whose variable compensation exceeds a certain threshold. The deferred component for most recipients would be a notional award of the Long Term Incentive Program (LTIP); for members of staff whose variable compensation exceeds an additional threshold, the deferred compensation is itself split 50%/50% between the LTIP and a Deferral into Funds program (DIF). Currently, the marginal rate of deferral of the variable compensation can reach 42% for those in the highest variable compensation bracket. Overall awards, splits and components are regularly reviewed to ensure they meet industry best practice and, where applicable, at a minimum comply with regulatory standards.

 

Base salary typically reflects scope, responsibilities and experience required in a particular role, be it on the investment side or any other function in our company. Base compensation is regularly reviewed against peers with the help of compensation survey data. Base compensation is typically a greater percentage of total compensation for more junior positions, while for the most senior roles it will be a comparatively small component, often capped and only adjusted every few years.

 

Discretionary variable compensation is primarily designed to reflect the achievements of an individual against set goals, over a certain time period. For an investment professional these goals will typically be 70% quantitative and 30% qualitative. The former will reflect a weighted average of investment performance over a three-year rolling time period (one-year (25%) and three year (75%) results) and the latter reflects contributions to broader team goals, contributions made to client review meetings, product development or product refinement initiatives. Portfolio managers have their performance metric aligned with the benchmarks of the client portfolios they manage.

 

The LTIP element of the variable compensation, cliff vests three years after each (typically annual) award. Its value is directly tied to the operating result of Allianz Global Investors over the three year period of the award.

 

The DIF element of the variable compensation, cliff vests three years after each (typically annual) award and enables these members of staff to invest in a range of Allianz Global Investors funds (Investment Professionals are encouraged to invest into their own funds or funds where they may be influential from a research or product group relationship perspective). Again, the value of the DIF awards is determined by the growth of the fund(s) value over the three year period covering each award.

 

A- 4
 

 

Assuming an annual deferral of 33% over a three year period, a typical member of staff will have roughly one year's variable compensation (3x33%) as a deferred component 'in the bank'. Three years after the first award, and for as long as deferred components were awarded without break, cash payments in each year will consist of the annual cash bonus for that current year's performance as well as a payout from LTIP/DIF commensurate with the prior cumulative three-year performance.

 

There exist a small number of revenue sharing arrangements that generate variable compensation for specialist investment teams, as well as commission payments for a limited number of members of staff in distribution. These payments are subject to the same deferral rules and deferred instruments as described above for the discretionary compensation scheme.

 

In addition to competitive compensation, the firm's approach to retention includes providing a challenging career path for each professional, a supportive culture to ensure each employee's progress and a full benefits package.

 

A- 5
 

 

DECLARATION MANAGEMENT & RESEARCH LLC

 

Active Bond Trust

Total Bond Market Trust B

 

The following chart reflects the portfolio managers' investments in the funds that they manage. The chart also reflects information regarding accounts other than the funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014: (in USD Millions)

 

Portfolio Manager

Other Registered

Investment Companies

Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts

Assets

(in millions)

 

Number
of
Accounts

Assets

(in millions)

Number
of
Accounts

Assets

(in millions)

 

Peter Farley, CFA 2 $1,780 9 $1,023 7 $999

 

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio Manager

Other Registered

Investment Companies

Other Pooled Investment Vehicles

Other Accounts

 

Number
of
Accounts
Assets Number
of
Accounts

Assets

 

Number
of
Accounts

Assets

(in millions)

Peter Farley, CFA None None None None 1 $86

   

Ownership of fund shares. The portfolio manager listed in the above table did not beneficially own any shares of the funds that was managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

Each of the accounts managed by Peter M. Farley seeks income and capital appreciation by investing primarily in a diversified mix of debt securities. While these accounts have many similarities, the investment performance of each account will be different due to differences in guidelines, fees, expenses and cash flows. Declaration has adopted compliance procedures to manage potential conflicts of interest such as allocation of investment opportunities and aggregated trading. Neither of the funds pays Declaration an incentive based fee.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

The compensation of Peter M. Farley as a Declaration employee consists of both long and short-term performance components. For the Incentive Bonus, each Portfolio Manager is assigned a target bonus that is adjusted by a multiplier driven by portfolio performance, individual performance, Declaration/Manulife Asset Management performance, and

 

A- 6
 

 

Manulife Financial Corporate performance. Portfolio Managers are also eligible for a deferred incentive bonus based on a percentage of the revenues generated by the funds and accounts they manage.

 

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DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

Real Estate Securities Trust

 

Compensation of Portfolio Managers

 

Portfolio managers are paid on a Total Compensation basis, which includes: (i) fixed pay (base salary), which is linked to job function, responsibilities and internal and external peer comparison, and (ii) variable compensation, which is linked to investment performance, individual contribution, and the overall financial results of both Deutsche Asset & Wealth Management and Deutsche Bank AG. Variable compensation can be delivered via a short-term and/or long-term vehicle, namely cash, equity upfront awards, restricted equity awards, and/or restricted incentive awards. Additionally, to better align the interests of investors and portfolio managers, a portion of the long term variable compensation that portfolio managers receive will be designated for investment in shares of the funds they manage, where possible. Variable compensation comprises a greater proportion of total compensation as the portfolio manager’s seniority and total compensation level increase. The proportion of variable compensation delivered via a long-term incentive award, which is subject to clawback, increases significantly as the amount of variable compensation increases. All variable compensation delivered via a long-term incentive award is subject to clawback.

 

To evaluate its investment professionals, Deutsche Asset & Wealth Management reviews investment performance for all accounts managed in relation to both account peer group and benchmark related data (i.e., appropriate Morningstar peer group universes and/or benchmark index(es) with respect to each account). The ultimate goal of this process is to evaluate the degree to which investment professionals deliver investment performance that meets or exceeds their clients’ risk and return objectives. When determining Total Compensation, Deutsche Asset & Wealth Management considers a number of quantitative and qualitative factors:

 

- Quantitative measures (e.g. one-, three- and five-year pre-tax returns versus the benchmark and appropriate peer group, taking risk targets into account) are utilized to measure performance.

 

- Qualitative measures (e.g. adherence to, as well as contributions to, the enhancement of the investment process) are included in the performance review.

 

- Other factors (e.g. non-investment related performance, teamwork, adherence to compliance rules, risk management and "living the values" of Deutsche Asset & Wealth Management) are included as part of a discretionary component of the review process, giving management the ability to consider additional markers of performance on a subjective basis.

 

Fund Ownership of Portfolio Managers

 

The following table shows the dollar range of Fund shares owned beneficially and of record by each member of the Fund’s portfolio management team including investments by their immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of the Fund’s most recent fiscal year end.

 

Name of
Portfolio Manager

Dollar Range of

Fund Shares Owned

John F. Robertson None
John W. Vojticek None
Joseph D. Fisher None
David W. Zonavetch None

 

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Conflicts of Interest

 

In addition to managing the assets of the Fund, the Fund’s portfolio managers may have responsibility for managing other client accounts of the subadvisor or its affiliates. The tables below show, for each portfolio manager, the number and asset size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by each portfolio manager. Total assets attributed to each portfolio manager in the tables below include total assets of each account managed by them, although the manager may only manage a portion of such account’s assets. The tables also show the number of performance based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Fund’s most recent fiscal year end.

 

Other SEC Registered Investment Companies Managed:

 

Name of
Portfolio
Manager
Number of 
Registered
Investment
Companies 
Total Assets
of Registered
Investment
Companies
Number of
Investment
Company
Accounts with
Performance
Based Fee
Total Assets
of
Performance-
Based Fee
Accounts
John F. Robertson 8 $9,710,310,275 None None
John W. Vojticek 8 $9,710,310,275 None None
Joseph D. Fisher 6 $3,682,018,788 None None
David W. Zonavetch 6 $3,682,018,788 None None

 

Other Pooled Investment Vehicles Managed:

 

Name of Portfolio
Manager
Number of
Pooled
Investment
Vehicles
Total Assets of
Pooled
Investment
Vehicles
 Number of
Pooled
Investment
Vehicle
Accounts with
Performance-Based Fee 
Total Assets
of
Performance-
Based Fee
Accounts
John F. Robertson 15 $16,520,404,959 None None
John W. Vojticek 14 $16,315,814,677 None None
Joseph D. Fisher 10 $1,238,416,659 None None
David W. Zonavetch 10 $1,238,416,659 None None

 

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Other Accounts Managed:

 

Name of Portfolio
Manager
Number of
Other
Accounts
Total Assets of
Other Accounts
Number of
Other
Accounts with
Performance-
Based Fee 
Total Assets
of
Performance-
Based Fee
Accounts
John F. Robertson 27 $4,391,189,356 1 $283,104,344
John W. Vojticek 23 $4,287,700,038 1 $283,104,344
Joseph D. Fisher 18 $3,833,006,635 1 $283,104,344
David W. Zonavetch 18 $3,833,006,635 1 $283,104,344

 

In addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Fund. The subadvisor has in place a Code of Ethics that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio managers and other “access persons” to invest in securities that may be recommended or traded in the Fund and other client accounts.

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

 

· Certain investments may be appropriate for the Fund and also for other clients advised by the subadvisor, including other client accounts managed by the Fund’s portfolio management team. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the subadvisor may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results achieved for the Fund may differ from the results achieved for other clients of the subadvisor. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the subadvisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the subadvisor in the interest of achieving the most favorable net results to the Fund and the other clients.

 

· To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The subadvisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.

 

· In some cases, an apparent conflict may arise where the subadvisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The subadvisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the subadvisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.

 

· The subadvisor and its affiliates and the investment team of the Fund may manage other mutual funds and separate accounts on a long only or a long-short basis. The simultaneous management of long and short

 

A- 10
 

 

portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The subadvisor has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts of interest. Included in these procedures are specific guidelines developed to provide fair and equitable treatment for all clients whose accounts are managed by each Fund’s portfolio management team. The subadvisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.

 

The subadvisor is owned by Deutsche Bank AG, a multi-national financial services company. Therefore, the subadvisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the “Firm”) are engaged in businesses and have interests in addition to managing asset management accounts, such wide ranging activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients’ advisory accounts. The subadvisor may take investment positions in securities in which other clients or related persons within the Firm have different investment positions. There may be instances in which the subadvisor is purchasing or selling for its client accounts, or pursuing an outcome in the context of a workout or restructuring with respect to, securities in which the Firm is undertaking the same or differing strategy in other business or other client accounts. These are considerations of which advisory clients should be aware and which may cause conflicts that could be to the disadvantage of the subadvisor’s advisory clients, including the Fund. The subadvisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to the Fund’s Board.

 

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DIMENSIONAL FUND ADVISORS LP

 

Emerging Markets Value Trust

International Small Company Trust

Small Cap Opportunities Trust

 

Portfolio Managers

 

In accordance with the team approach used to manage the trusts referenced above (the “Portfolios”), the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee of Dimensional Fund Advisors LP (“Dimensional”). The portfolio managers and portfolio traders also make daily investment decisions regarding the Portfolio, based on the parameters established by the Investment Committee. The personnel named below coordinate the efforts of all other portfolio managers and trading personnel with respect to the day-to-day management of the category of portfolios indicated:

 

  Small Cap Opportunities Trust Joseph H. Chi, CFA, Jed S. Fogdall, Henry
    F. Gray, and Bhanu  P. Singh
  Emerging Markets Value Trust Karen E. Umland, CFA,
    Joseph H. Chi, CFA, Jed S. Fogdall, and Henry F. Gray
  International Small Company Trust Karen E. Umland, CFA,
    Joseph H. Chi, CFA, Jed S. Fogdall and Henry F. Gray

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

Dimensional’s portfolio managers receive a base salary and a bonus. Compensation of a portfolio manager is determined at the discretion of Dimensional and is based on a portfolio manager’s experience, responsibilities, the perception of the quality of his or her work efforts and other subjective factors. The compensation of portfolio managers is not directly based upon the performance of the Portfolios or other accounts that the portfolio managers manage. Dimensional reviews the compensation of each portfolio manager annually and may make modifications in compensation as it deems necessary to reflect changes in the market. Each portfolio manager’s compensation consists of the following:

 

· Base Salary . Each portfolio manager is paid a base salary. Dimensional considers the factors described above to determine each portfolio manager’s base salary.

 

· Semi-Annual Bonus . Each portfolio manager may receive a semi-annual bonus. The bonus is based on the factors described above.

 

Portfolio managers may be awarded the right to purchase restricted shares of Dimensional’s stock as determined from time to time by the Board of Directors of Dimensional or its delegees. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all Dimensional employees.

 

In addition, portfolio managers are given the option of participating in Dimensional's Long Term Incentive Plan. The level of participation for eligible employees may be dependent on overall level of compensation, among other considerations. Participation in this program is not based on or related to the performance of any individual strategies or any particular client accounts.

 

The following chart reflects information regarding accounts for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In

 

A- 12
 

 

addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager
Other Registered Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts
Assets Number
of
Accounts
Assets Number
of
Accounts
Assets
Karen E. Umland 58 $107,999,033,556 9 $2,847,508,014 36 $14,245,880,209
Joseph H. Chi 106 $230,374,158,351 21 $10,328,430,797 90 $23,560,465,471
Jed S. Fogdall 106 $230,374,158,351 21 $10,328,430,797 90 $23,560,465,471
Henry F. Gray 95 $230,374,158,351 15 $10,328,430,797 90 $23,560,465,471
Bhanu P. Singh 41 $121,483,996,517 12 $7,480,922,783 54 $9,314,585,262

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio Manager Other Registered
Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts
Assets Number
of
Accounts
Assets Number
of
Accounts
Assets
Karen E. Umland None None None None 2 $961,095,925
Joseph H. Chi None None 1 $180,029,317 3 $983,731,950
Jed S. Fogdall None None 1 $180,029,317 3 $983,731,950
Henry F. Gray None None 1 $180,029,317 2 $961,095,925
Bhanu P. Singh None None 1 $180,029,317 1 $22,636,026

  

Description of Compensation

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the Portfolios that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

Actual or apparent conflicts of interest may arise when a portfolio manager has primary day-to-day oversight responsibilities with respect to multiple accounts. In addition to the Portfolios, these accounts may include registered

 

A- 13
 

 

mutual funds, other unregistered pooled investment vehicles, and other accounts managed for organizations and individuals ("Accounts"). An Account may have similar investment objectives to a Portfolio, or may purchase, sell or hold securities that are eligible to be purchased, sold or held by a Portfolio. Actual or apparent conflicts of interest include:

 

·      Time Management . The management of the Portfolios and/or Accounts may result in a portfolio manager devoting unequal time and attention to the management of the Portfolios and/or Accounts. Dimensional seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most Accounts managed by a portfolio manager are managed using the same investment approaches that are used in connection with the management of the Portfolios.

 

·      Investment Opportunities . It is possible that at times identical securities will be held by a Portfolio and one or more Accounts. However, positions in the same security may vary and the length of time that a Portfolio or an Account may choose to hold its investment in the same security may likewise vary. If a portfolio manager identifies a limited investment opportunity that may be suitable for a Portfolio and one or more Accounts, the Portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across the Portfolio and other eligible Accounts. To deal with these situations, Dimensional has adopted procedures for allocating portfolio transactions across the Portfolios and other Accounts.

 

·      Broker Selection . With respect to securities transactions for the Portfolios, Dimensional determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain Accounts (such as separate accounts), Dimensional may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Dimensional or its affiliates may place separate, non-simultaneous, transactions for a Portfolio and another Account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of a Portfolio or an Account.

 

·      Performance-Based Fees . For some Accounts, Dimensional may be compensated based on the profitability of the Account, such as by a performance-based management fee. These incentive compensation structures may create a conflict of interest for Dimensional with regard to Accounts where Dimensional is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where Dimensional might share in investment gains.

 

·      Investment in a Portfolio . A portfolio manager or his/her relatives may invest in an Account that he or she manages, and a conflict may arise where he or she may therefore have an incentive to treat an Account in which the portfolio manager or his/her relatives invest preferentially as compared to a Portfolio or other Accounts for which they have portfolio management responsibilities.

 

Dimensional has adopted certain compliance procedures that are reasonably designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

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First Quadrant

 

Currency Strategies Trust

 

The following chart reflects a summary of the accounts under each Portfolio Manager’s management. The chart also reflects information regarding accounts other than the funds for which the portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio Manager Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts

Assets

(in
millions)

 

Number
of
Accounts

Assets

(in millions)

 

 

Number
of
Accounts

Assets

(in millions)

 

 

Dori Levanoni 7 579.54 8 413.52 17 12,182.39
Jeppe Ladekarl 2 182.68 7 306.40 13 10,902.60

 

Other Accounts Managed – Of Total listed above, those for which advisory fee is based on performance

 

Portfolio Manager Other Registered Investment
Companies
Other Pooled
Investment Vehicles

Other Accounts

 

Number
of
Accounts

Assets

(in millions)

 

Number of
Accounts

Assets

(in
millions)

 

 

Number
of
Accounts
Assets
(in
millions)
Dori Levanoni - - 6 206.97 7 2,781.81
Jeppe Ladekarl - - 5 99.84 5 2,058.52

  

Ownership of fund shares: Ownership of fund shares: Mr. Dori Levanoni owns between $100,001 to $500,000 of the Fund as of 12/31/2014. Mr. Jeppe Ladekarl owns between $100,001 to $500,000 of the Fund as of 12/31/2014.

 

Potential Conflicts of Interest

 

From time to time, potential conflicts of interest may arise between a portfolio manager's management of the investments of the Fund, on the one hand, and the management of other portfolios, on the other. The portfolio managers oversee the investments of various types of portfolios in the same strategy, such as mutual funds, pooled investment vehicles and separate portfolios for individuals and institutions. Investment decisions generally are applied to all portfolios utilizing that particular strategy, taking into consideration client restrictions, instructions and individual needs.

 

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A portfolio manager may manage a portfolio whose fees may be higher or lower than the fees charged to the Fund. Management of multiple funds and portfolios may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of client trades. Additionally, the management of the Fund and other portfolios may result in a portfolio manager devoting unequal time and attention to the management of the Fund or other portfolios. Trade allocation and best execution policies and procedures are designed to address this conflict. Order aggregation and trade allocation are made on an objective basis and according to preset computerized allocations and standardized exceptions. Various forms of testing including forensic testing are used by the Compliance department to test compliance with these policies and procedures.

 

Additionally, the firm maintains and enforces personal trading policies and procedures, which have been designed to minimize potential conflicts of interest between clients’ trades and employees’ personal trades.

 

Portfolio Manager Compensation Overview

 

First Quadrant’s compensation consists of a base salary, cash bonus, and annual award of temporal profit shares (TPS). TPS is an intermediate-term incentive program designed to give all employees complete transparency to a share of the firm’s profits. We feel it is an elegant way to align the interests and expectations of all parties: clients, the client’s beneficiaries, the client’s consultant, FQ, and the individual contributing to support the relationship and portfolio. Other incentives include a 401(k) & Profit Sharing plan, paid vacation and sick time and health benefits including dental and vision. In addition to compensation and benefit plans, individuals are encouraged to broaden their skills and increase their contributions to the firm which in turn is rewarded with salary increases as well as job growth. Accordingly, First Quadrant provides educational assistance to any active full time employee who has been with the firm for at least six months (i.e. CFA program and Graduate program).

 

In addition to individual performance, overall firm performance carries an important weight in the bonus decision as well. All employees are evaluated at mid-year and annually; and salary increases and bonuses are made annually on a calendar-year basis.

 

FQ considers its Portfolio Manager compensation to be adequate to both attract and retain high-caliber employees.

 

A- 16
 

 

Franklin Advisers, Inc.

 

Income Trust

 

The following chart reflects the portfolio managers' investments in the fund that they manage. The chart also reflects information regarding accounts other than the fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled
Investment Vehicles

Other Accounts

 

Number
of
Accounts

 

Assets

(in millions)

 

Number
of
Accounts

 

Assets

(in millions)

 

Number
of
Accounts

 

Assets

(in millions)

 

 

Edward D. Perks, CFA 8 $108,822.0 5 $4,500.1 None None
Alex Peters, CFA 7 $106,089.8 5 $4,500.1 None None
Matt Quinlan 10 $110,530.2 5 $4,500.1 1 $152.1

 

There are no accounts that pay fees based on performance.

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the fund that they managed as of December 31, 2014.

 

Conflicts

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

Conflicts.   The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across

 

A- 17
 

 

similar portfolios, which may minimize the potential for conflicts of interest. As noted above, the separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

 

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the investment manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The investment manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

Compensation

The manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

 

Base salary . Each portfolio manager is paid a base salary.

 

Annual bonus. Annual bonuses are structured to align the interests of the portfolio manager with those of the fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Resources and mutual funds advised by the manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and fund shareholders. The Chief Investment Officer of the manager and/or other officers of the manager, with responsibility for the fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

· Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

· Non-investment performance. The more qualitative contributions of a portfolio manager to the

 

A- 18
 

 

manager’s business and the investment management team, including professional knowledge, productivity, responsiveness to client needs and communication, are evaluated in determining the amount of any bonus award.

 

· Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the manager’s appraisal.

 

Additional long-term equity-based compensation. Portfolio managers may also be awarded restricted shares or units of Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

 

Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.

 

A- 19
 

 

Franklin Mutual Advisers, LLC

 

Mutual Shares Trust

 

The following chart reflects the portfolio managers' investments in the fund that they manage. The chart also reflects information regarding accounts other than the fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio Manager Other Registered
Investment Companies
Other Pooled Investment Vehicles

Other Accounts

 

Number
of
Accounts

 

Assets

(in millions)

 

Number
of
Accounts

 

Assets

(in millions) 

 

Number
of
Accounts

 

Assets

(in millions)

Peter Langerman 10 $52,140.6 10 $4,565.0 None None
F. David Segal, CFA 7 $25,654.2 5 $1,515.7 None None
Deborah A. Turner, CFA 7 $25,654.2 5 $1,517.7 None None

  

There are no accounts that pay fees based on performance.

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the fund that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

Conflicts.   The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. As noted above, the separate management

 

A- 20
 

 

of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

 

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the investment manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The investment manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

Compensation.   The investment manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

 

Base salary.   Each portfolio manager is paid a base salary.

 

Annual bonus.   Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the investment manager and/or other officers of the investment manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

· Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

· Non-investment performance. The more qualitative contributions of the portfolio manager to the investment manager’s business and the investment management team, including business knowledge, contribution to team

 

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efforts, mentoring of junior staff, and contribution to the marketing of the Fund, are evaluated in determining the amount of any bonus award.

 

· Research. Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time.

 

· Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the investment manager’s appraisal.

 

Additional long-term equity-based compensation.   Portfolio managers may also be awarded restricted shares or units of Resources stock or restricted shares or units of one or more mutual funds. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

 

Portfolio managers also participate in benefit plans and programs available generally to all employees of the investment manager.

 

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GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC ("GMO")

 

International Core Trust
U.S. Equity Trust

The following chart reflects the portfolio manager’s investments in the fund that he manages. The chart also reflects information regarding accounts other than the fund for which the portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio Manager

Registered investment
companies managed
(including non-GMO
mutual fund subadvisory
relationships)

 

Other pooled investment
vehicles managed (world-
wide)

Separate accounts managed

(world-wide)

Number
of
Accounts
Assets Number
of
Accounts
Assets Number
of
Accounts
Assets
Dr. David Cowan 13 $37,567,264,797 6 $2,371,697,840 22 $5,025,712,496
Dr. Thomas Hancock 13 $37,567,264,797 6 $2,371,697,840 22 $5,025,712,496
Ben Inker 25 $43,904,268,415 11 $6,934,719,909 189 $19,176,517,409
Sam Wilderman 25 $43,904,268,415 11 $6,934,719,909 189 $19,176,517,409

 

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Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio
Manager

Registered
investment
companies managed
for which GMO
receives a
performance-based
fee (including non-
GMO mutual fund
subadvisory
relationships)

 

 

Other pooled investment
vehicles managed (world-
wide) for which GMO
receives a performance-
based fee
Separate accounts managed
(world-wide) for which
GMO receives a
performance-based fee
Number
of
Accounts
Assets Number
of
Accounts
Assets Number
of
Accounts
Assets
Dr. David Cowan None None 2 $799,099,242 3 $314,784,932
Dr. Thomas Hancock None None 2 $799,099,242 3 $314,784,932
Ben Inker None None 5 $1,302,098,123 146 $14,910,382,072
Sam Wilderman None None 5 $1,302,098,123 146 $14,910,382,072

 

Ownership of fund shares. The following table sets forth the dollar range of each portfolio manager’s direct beneficial share ownership of the Fund as of December 31, 2014.

 

Name of Portfolio Manager Fund Dollar Range of Fund Shares Owned
Dr. David Cowan International Core Trust None
  U.S Equity Trust None
Dr. Thomas Hancock International Core Trust None
  U.S Equity Trust None
Ben Inker International Core Trust None
  U.S Equity Trust None
Sam Wilderman International Core Trust None
  U.S Equity Trust None

 

Description of material conflicts: Because each senior member manages other accounts, including accounts that pay higher fees or accounts that pay performance-based fees, potential conflicts of interest exist, including potential conflicts between the investment strategy of a Fund and the investment strategy of the other accounts managed by the senior member and potential conflicts in the allocation of investment opportunities between a Fund and the other accounts.

 

To manage these conflicts, GMO maintains firm-wide trade allocation standards, and each of the trading desks has implemented specific allocation procedures designed to allocate investment opportunities fairly and equitably over time.

 

To further manage the potential conflicts associated with side-by-side management of accounts or funds with performance fees and those that have solely asset-based fees, no Member or employee has been granted any specific

 

A- 24
 

 

participation in the performance of any account managed by GMO nor is any Member or employee compensated in any way that is explicitly linked to the performance of any portfolio.

 

Description of the structure of, and the method used to determine, the compensation of each member of the fund’s portfolio management team: Senior members of each division are generally members (partners) of GMO. As of March 31, 2014, the compensation of each senior member consisted of a fixed annual base salary, a partnership interest in the firm’s profits and, possibly, an additional, discretionary, bonus related to the senior member’s contribution to GMO’s success. The compensation program does not disproportionately reward outperformance by higher fee/performance fee products. Base salary is determined by taking into account current industry norms and market data to ensure that GMO pays a competitive base salary. The level of partnership interest is determined by taking into account the individual’s contribution to GMO and its mission statement. A discretionary bonus may also be paid to recognize specific business contributions and to ensure that the total level of compensation is competitive with the market. Because each person’s compensation is based on his or her individual performance, GMO does not have a typical percentage split among base salary, bonus and other compensation. A GMO membership interest is the primary incentive for persons to maintain employment with GMO. GMO believes this is the best incentive to maintain stability of portfolio management personnel.

 

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INVESCO ADVISERS, INC.

(“Invesco”)

International Growth Stock Trust

Small Company Growth Trust

New Opportunities Trust

Value Trust

 

The following chart reflects the portfolio managers' investments in the funds that they manage. The chart also reflects information regarding accounts other than the funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other registered investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following tables reflect information as of December 31, 2014:

 

International Growth Stock Trust

 

Portfolio
Manager
Other Registered Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of 
Accounts

Assets

(in millions)

Number of
Accounts

Assets

(in millions)

Number
of
Accounts

Assets

(in millions)

Clas Olsson 10 $17,654.8 9 $2,319.2 12,012 1 $5,692.1 1
Brent Bates 10 $18,846.8 1 $369.6 12,011 1 $5,377.9 1
Matthew Dennis 11 $18,001.0 5 $1,105.8 12,011 1 $5,377.9 1
Mark Jason 12 $20,920.8 2 $449.0 12,011 1 $5,377.9 1
Richard Nield 9 $15,927.0 8 $1,982.2 12,011 1 $5,377.9 1

 

1 These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

Portfolio
Manager
Other Registered Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of
Accounts

Assets

(in millions)

Number of
Accounts

Assets

(in millions)

Number
of
Accounts

Assets

(in millions)

Clas Olsson None None None None None None
Brent Bates None None None None None None
Matthew Dennis None None None None None None
Mark Jason None None None None None None
Richard Nield None None None None None None

 

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Ownership of fund shares . The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

Small Company Growth Trust

 

Portfolio
Manager
Other Registered Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of
Accounts

Assets

Number of
Accounts

Assets

Number
of
Accounts

Assets

Juliet Ellis 12 $7,921.6 1 $929.1 2 $1,606.8
Juan Hartsfield 12 $7,921.6 2 $1,181.0 2 $1,606.8
Clay Manley 7 $5,650.8 None None 1 $85.8

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio
Manager
Other Registered Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of
Accounts

Assets

 

Number of
Accounts

Assets

 

Number
of
Accounts

Assets

Juliet Ellis None None None None None None
Juan Hartsfield None None None None None None
Clay Manley None None None None None None

 

Ownership of fund shares . The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

A- 27
 

 

New Opportunities Trust

 

Portfolio
Manager
Other Registered Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of
Accounts

Assets

Number of
Accounts

Assets

Number
of
Accounts

Assets

Juliet Ellis 12 $7,779.5 1 $929.1 2 $1,606.8
Juan Hartsfield 12 $7,779.5 2 $1,181.0 2 $1,606.8

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio Manager Other Registered Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of
Accounts

Assets

Number of
Accounts

Assets

Number
of
Accounts

Assets

Juliet Ellis None None None None None None
Juan Hartsfield None None None None None None

 

Ownership of fund shares . The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

Value Trust

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts

Assets
In millions

Number of
Accounts

Assets
In millions

Number
of
Accounts

Assets

In millions

Thomas Copper 6 $4,771.4 None None None None
John Mazanec 6 $4,771.4 None None None None
Sergio Marcheli 16 $36,247.8 None None 727 1 $74.6 1

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

1 These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

 

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Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio Manager Other Registered Investment
Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of
Accounts

Assets

In millions

Number of
Accounts

Assets

In millions

Number
of
Accounts

Assets

In millions

Thomas Copper None None None None None None
John Mazanec None None None None None None
Sergio Marcheli None None None None None None

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

We are not aware of any material actual conflicts of interest that have arisen in connection with the portfolio managers’ management of the fund’s investments and the investments of the other account(s) included in this response.

 

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds and /or other accounts may be presented with one or more of the following potential conflicts:

 

· The management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account. Invesco seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the funds.

 

· If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, Invesco and the funds have adopted procedures for allocating portfolio transactions across multiple accounts.

 

· Invesco determines which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), Invesco may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the fund or other account(s) involved.

 

· Finally, the appearance of a conflict of interest may arise where Invesco has an incentive, such as a performance-based management fee, which relates to the management of one fund or account but not all funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.

 

Invesco and the funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

 

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DESCRIPTION OF COMPENSATION STRUCTURE

 

Invesco seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. Invesco evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager’s compensation consists of the following three elements:

 

· Base salary. Each portfolio manager is paid a base salary. In setting the base salary, Invesco’s intention is to be competitive in light of the particular portfolio manager’s experience and responsibilities.

 

· Annual bonus. The portfolio managers are eligible, along with other employees of Invesco to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available considering investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).

 

Each portfolio manager's compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager as described in Table 1 below.

Table 1:

 

Sub-Advisor Performance time period 1
Invesco 2

One-, Three- and Five-year performance against fund peer group identified below:

International Growth Stock Trust- Lipper International Multi-Cap Growth Funds IXIndex

New Opportunities Trust – Lipper Small-Cap Core Funds Index

Small Company Growth Trust – Lipper Small Cap Growth Funds Index

Value Trust-Lipper Mid-Cap Value Funds Index

 

High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.

 

· Deferred/Long-Term compensation. Portfolio managers may be granted an annual deferral award that allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of the Invesco Ltd.’s Board of Directors. Awards of deferred/long-term compensation typically vest over time, so as to create incentives to retain key talent.

 

 

1 Rolling time periods based on calendar year end.

2 Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible funds selected by the manager at the time the award is granted.

 

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Portfolio managers also participate in benefit plans and programs available generally to all employees.

 

A- 31
 

 

JENNISON ASSOCIATES LLC

 

Capital Appreciation Trust

 

The following chart reflects the portfolio managers’ investments in the fund that they manage. The chart also reflects information regarding accounts other than the fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following tables reflect information for the Capital Appreciation Trust as of December 31, 2014:

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts

Assets

(in thousands)

Number
of
Accounts

Assets

(in thousands)

Number
of
Accounts

Assets

(in thousands)

Michael A. Del Balso 10 $15,807,172 5 $1,560,413 5* $660,821*
Kathleen A. McCarragher 14 $40,072,769 3 $775,180 16 $3,128,208
Spiros “Sig” Segalas 16 $40,777,352 4 $805,777 5 $2,139,378

* Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts

Assets

(in thousands)

Number
of
Accounts

Assets

(in thousands)

Number
of
Accounts

Assets

(in thousands)

Michael A. Del Balso None None None None None None
Kathleen A. McCarragher 2 $2,556,653 None None None None
Spiros “Sig” Segalas None None None None None None

 

A- 32
 

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the fund that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

Jennison manages accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management can create an incentive for Jennison and its investment professionals to favor one account over another. Specifically, Jennison has the incentive to favor accounts for which it receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees.

 

Other types of side-by-side management of multiple accounts can also create incentives for Jennison to favor one account over another. Examples are detailed below, followed by a discussion of how Jennison addresses these conflicts.

 

· Long only accounts/long-short accounts :          Jennison manages accounts in strategies that only hold long securities positions as well as accounts in strategies that are permitted to sell securities short. Jennison may hold a long position in a security in some client accounts while selling the same security short in other client accounts. Jennison permits quantitatively hedged strategies to short securities that are held long in other strategies. Additionally, Jennison permits securities that are held long in quantitatively derived strategies to be shorted by other strategies. The strategies that sell a security short held long by another strategy could lower the price for the security held long. Similarly, if a strategy is purchasing a security that is held short in other strategies, the strategies purchasing the security could increase the price of the security held short.

 

· Multiple strategies :    Jennison may buy or sell, or may direct or recommend that one client buy or sell, securities of the same kind or class that are purchased or sold for another client, at prices that may be different. Jennison may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account, due to differences in investment strategy or client direction. Different strategies effecting trading in the same securities or types of securities may appear as inconsistencies in Jennison’s management of multiple accounts side-by-side.

 

· Affiliated accounts/unaffiliated accounts and seeded/nonseeded accounts and accounts receiving asset allocation assets from affiliated investment advisers :         Jennison manages accounts for its affiliates and accounts in which it has an interest alongside unaffiliated accounts. Jennison could have an incentive to favor its affiliated accounts over unaffiliated accounts. Additionally, Jennison’s affiliates may provide initial funding or otherwise invest in vehicles managed by Jennison. When an affiliate provides “seed capital” or other capital for a fund, it may do so with the intention of redeeming all or part of its interest at a particular future point in time or when it deems that sufficient additional capital has been invested in that fund. Jennison typically requests seed capital to start a track record for a new strategy or product. Managing “seeded” accounts alongside “non-seeded” accounts can create an incentive to favor the “seeded” accounts to establish a track record for a new strategy or product. Additionally, Jennison’s affiliated investment advisers could allocate their asset allocation clients’ assets to Jennison. Jennison could favor accounts used by its affiliate for their asset allocation clients to receive more assets from the affiliate.

 

· Non-discretionary accounts or models :      Jennison provides non-discretionary model portfolios to some clients and manages other portfolios on a discretionary basis. Recommendations for some non-discretionary models that are derived from discretionary portfolios are communicated after the discretionary portfolio has traded. The non-discretionary clients may be disadvantaged if Jennison delivers the model investment portfolio to them after Jennison initiates trading for the discretionary clients, or vice versa.

 

· Higher fee paying accounts or products or strategies :       Jennison receives more revenues from (1) larger accounts or client relationships than smaller accounts or client relationships and from (2) managing

 

A- 33
 

 

discretionary accounts than advising nondiscretionary models and from (3) non-wrap fee accounts than from wrap fee accounts and from (4) charging higher fees for some strategies than others. The differences in revenue that Jennison receives could create an incentive for Jennison to favor the higher fee paying or higher revenue generating account or product or strategy over another.

 

· Personal interests :    The performance of one or more accounts managed by Jennison’s investment professionals is taken into consideration in determining their compensation. Jennison also manages accounts that are investment options in its employee benefit plans such as its defined contribution plans or deferred compensation arrangements and where its employees may have personally invested alongside other accounts where there is no personal interest. These factors could create an incentive for Jennison to favor the accounts where it has a personal interest over accounts where Jennison does not have a personal interest.

 

How Jennison Addresses These Conflicts of Interest

 

The conflicts of interest described above could create incentives for Jennison to favor one or more accounts or types of accounts over others in the allocation of investment opportunities, time, aggregation and timing of investments. Generally, portfolios in a particular strategy with similar objectives are managed similarly to the extent possible. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in a strategy that have similar objectives, which tends to minimize the potential for conflicts of interest among accounts within a product strategy. While these accounts have many similarities, the investment performance of each account will be different primarily due to differences in guidelines, individual portfolio manager’s decisions, timing of investments, fees, expenses and cash flows.

 

Additionally, Jennison has developed policies and procedures that seek to address, mitigate and monitor these conflicts of interest. Jennison cannot guarantee, however, that its policies and procedures will detect and prevent, or assure disclosure of, each and every situation in which a conflict may arise.

 

· Jennison has adopted trade aggregation and allocation procedures that seek to treat all clients (including affiliated accounts) fairly and equitably. These policies and procedures address the allocation of limited investment opportunities, such as initial public offerings (IPOs) and new issues, the allocation of transactions across multiple accounts, and the timing of transactions between its non-wrap accounts and its wrap fee accounts.

 

· Jennison has policies that limit the ability to short securities in portfolios that primarily rely on its fundamental research and investment processes (fundamental portfolios) if the security is held long in other fundamental portfolios.

 

· Jennison has adopted procedures to monitor allocations between accounts with performance fees and non-performance fee based accounts and to monitor overlapping long and short positions among long accounts and long-short accounts.

 

· Jennison has adopted a code of ethics and policies relating to personal trading.

 

· Jennison provides disclosure of these conflicts as described in its Form ADV.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

Jennison seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which include portfolio managers and research analysts, and to align the interests of its investment professionals with those of its clients and overall firm results. Overall firm profitability determines the total amount of incentive compensation pool that is available for investment professionals. Investment professionals are

 

A- 34
 

 

compensated with a combination of base salary and cash bonus. In general, the cash bonus comprises the majority of the compensation for investment professionals. Jennison sponsors a profit sharing retirement plan for all eligible employees. The contribution to the profit sharing retirement plan for portfolio managers is based on a percentage of the portfolio manager’s total compensation, subject to a maximum determined by applicable law. In addition to eligibility to participate in retirement and welfare plans, senior investment professionals, including portfolio managers and senior research analysts, are eligible to participate in a deferred compensation program where all or a portion of the cash bonus can be invested in a variety of predominantly Jennison-managed investment strategies on a tax-deferred basis.

 

Investment professionals’ total compensation is determined through a subjective process that evaluates numerous qualitative and quantitative factors. There is no particular weighting or formula for considering the factors. Some portfolio managers may manage or contribute ideas to more than one product strategy, and the performance of the other product strategies is also considered in determining the portfolio manager’s overall compensation. The factors reviewed for the portfolio managers are listed below in order of importance.

 

The following primary quantitative factor is reviewed for the portfolio managers:

 

· One, three, five year and longer term pre-tax investment performance of groupings of accounts managed by the portfolio manager in the same strategy (composite) relative to market conditions, pre-determined passive indices and industry peer group data for the product strategy ( e.g. , large cap growth, large cap value) for which the portfolio manager is responsible.

 

o Performance for the composite of accounts that includes the Fund managed by the portfolio managers is measured against the Russell 1000 Growth Index.

 

The qualitative factors reviewed for the portfolio managers may include:

 

· The quality of the portfolio manager’s investment ideas and consistency of the portfolio manager’s judgment;

 

· Historical and long-term business potential of the product strategies;

 

· Qualitative factors such as teamwork and responsiveness; and

 

· Individual factors such as years of experience and responsibilities specific to the individual’s role such as being a team leader or supervisor are also factored into the determination of an investment professional’s total compensation.

 

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PORTFOLIO MANAGER INFORMATION

 

John Hancock Asset Management a division of Manulife Asset Management (US) LLC

(“John Hancock Asset Management”)

 

Active Bond Trust

Bond Trust

Core Strategy Trust

Financial Industries Trust

Franklin Templeton Founding Allocation Trust

Fundamental All Cap Core Trust

Fundamental Large Cap Value Trust

Lifecycle Trusts

Lifestyle PS Series
Lifestyle MVPs

Short-Term Government Income Trust

Strategic Equity Allocation Trust

Strategic Income Opportunities Trust

Ultra Short Term Bond Trust

 

Portfolio Managers and Other Accounts Managed:

 

The portfolio managers for the Active Bond Trust are: Howard C. Greene and Jeffrey N. Given.

 

The portfolio managers for Core Strategy Trust, Franklin Templeton Founding Allocation Trust, the Lifecycle Trust and the Lifestyle MVPs are: Robert Boyda, Marcelle Daher. Jeffrey N. Given, Luning “Gary” Li, Steve Medina, and Nathan Thooft.

 

The portfolio managers for the Bond Trust are: Howard C. Greene and Jeffrey N. Given.

 

The portfolio managers for Financial Services Trust are: Susan A. Curry and Lisa A. Welch.

 

The portfolio managers for the Fundamental All Cap Core Trust are: Sandy W. Sanders, Walter T. McCormick, and Jonathan White.

 

The portfolio managers for the Fundamental Large Cap Value Trust are: Sandy W. Sanders, Walter T. McCormick, and Nicholas Renart.

 

The portfolio managers for the Short-Term Government Income Trust are: Jeffrey N. Given and Howard C. Greene.

 

The portfolio managers for the Strategic Income Opportunities Trust are: Daniel S. Janis III, Kisoo Park and Thomas

C. Goggins.

 

The portfolio managers for the Ultra Short Term Bond Trust are: Jeffrey N. Given and Howard C. Greene.

 

The portfolio managers for the Strategic Equity Allocation Trust are: Bob Boyda and Steve Medina

 

A- 36
 

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles
Other Accounts
Number
of
Accounts

Assets

(in millions)

 

Number
of
Accounts

Assets

(in millions)

 

 

Number
of
Accounts

Assets

(in millions)

 

Jeffrey N. Given 12 $18,854 3 $188 9 $5,241
Thomas C. Goggins 3 $7,856 15 $8,135 8 $1,293
Horward C. Greene 8 $15,108 3 $188 9 $5,241
Daniel S. Janis III 4 $8,248 18 $8,266 8 $1,293
Walter T. McCormick 5 $4,948 21 $3,982 14 $2,169
Sandy W. Sanders 5 $4,948 21 $3,982 14 $2,169
Nicholas Renart 1 $1,406 1 $367 1 $7,386
Jonathan White 4 $3,542 15 $2,436 13 $2,162
Robert Boyda 51 $60,778 41 $11,199 None None
Steve Medina 51 $60,778 41 $11,199 None None
Gary Li None None None None None None
Marcelle Daher 31 $58,667 None None None None
Nathan Thooft 31 $58,667 None None None None
Kisoo Park 3 $7,856 14 $6,502 8 $1,293
Susan A. Curry 3 $2,509 1 $119 None None
Lisa A. Welch 3 $2,509 1 $119 None None

 

A- 37
 

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles
Other Accounts
Number
of
Accounts

Assets

(in millions)

 

Number
of
Accounts

Assets

(in millions)

 

 

Number
of
Accounts

Assets

(in millions)

 

Thomas C. Goggins None None None None 1 $344
Daniel S. Janis III None None None None 1 $344
Kisoo Park None None None None 1 $344
Walter T. McCormick None None None None 3 $690
Sandy W. Sanders None None None None 3 $690
Jonathan White None None None None 3 $690

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

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John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

 

(“John Hancock Asset Management (North America)”)

 

500 Index Trust B

Fundamental All Cap Core Trust

Fundamental Large Cap Value Trust

Core Strategy Trust

Lifecycle Trusts

Lifestyle PS Series
Lifestyle MVPs
Mid Cap Index Trust

Money Market Trust

Money Market Trust B
Small Cap Index Trust

Strategic Equity Allocation Trust

Total Stock Market Index Trust

 

The following chart reflects the portfolio managers’ investments in the funds that they manage. The chart also reflects information regarding accounts other than the funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Trust Manager
(Worldwide)
Registered
Investment
Company
Accounts
(Worldwide)
Assets
(in millions)
Pooled
Investment
Vehicle
Accounts
(Worldwide)
Assets
(in millions)
Other
Accounts
Assets
(in millions)
Brett Hryb & Ashikhusein Shahpurwala 12 $7,845 MM - - - -
             
Faisal Rahman 4 $2,627 MM - - - -

 

There are no accounts that pay fees based on performance.

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

While funds managed by each of the portfolio managers may have many similarities, John Hancock Asset Management (North America) has adopted compliance procedures to manage potential conflicts of interest such as allocation of investment opportunities and aggregated trading.

 

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DESCRIPTION OF COMPENSATION STRUCTURE

 

John Hancock Asset Management (North America) portfolio managers receive a competitive compensation package that consists of base salary, performance based bonus and a Manulife share ownership plan. The magnitude of the performance based bonus and participation in equity ownership reflects to the seniority and role of each portfolio manager. John Hancock Asset Management (North America) to ensure retention through competitive compensation that rewards both individual and team performance. The overall compensation package is targeted at the top of the second quartile against our competitors as deemed through industry surveys. By maximizing the performance bonus at the top of the second quartile, this structure ensures that the portfolio managers do not incur undue risk in the funds they manage.

 

A- 40
 

 

Massachusetts Financial Services Company (“MFS”)

 

Utilities Trust

 

The following chart reflects information regarding accounts other than the fund for which the portfolio managers have day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of
Accounts

Assets

 

Number
of
Accounts

Assets

 

Number
of
Accounts

Assets

 

Maura A. Shaughnessy 4 $9.8 billion

 

None

None None None
Claud P. Davis 4 $9.8 billion

 

None

None 3 $764 million

There are no accounts that pay fees based on performance.

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the fund that they manage as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the fund and other accounts and has adopted policies and procedures designed to address such potential conflicts.

 

The management of multiple funds and accounts (including proprietary accounts) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances there are securities which are suitable for the fund’s portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS’ trade allocation policies may give rise to conflicts of interest if the fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the fund’s investments. Investments selected for funds or accounts other than the fund may outperform investments selected for the fund.

 

When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or volume of the security as far as the fund is concerned.

 

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment and/or include an investment by the portfolio manager.

 

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COMPENSATION

 

Portfolio manager compensation is reviewed annually. As of December 31, 2014, portfolio manager total cash compensation is a combination of base salary and performance bonus:

 

Base Salary — Base salary represents a smaller percentage of portfolio manager total cash compensation than performance bonus.

 

Performance Bonus — Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

 

The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.

 

The quantitative portion is based on the pre-tax performance of assets managed by the portfolio manager over one-, three-, and five-year periods relative to peer group universes and/or indices (“benchmarks”). As of December 31, 2014, the following benchmark was used to measure the following portfolio manager's performance for the fund:

 

Portfolio Manager Benchmark(s)
Maura A. Shaughnessy Standard & Poor's 500 Utilities Index
Claud P. Davis Standard & Poor's 500 Utilities Index

 

Additional or different benchmarks, including versions of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period may also be used. Primary weight is given to portfolio performance over a three-year time period with lesser consideration given to portfolio performance over one and five-year periods (adjusted as appropriate if the portfolio manager has served for less than five years).

 

The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contributions to investor relations and the investment process (distinct from fund and other account performance). This performance bonus may be in the form of cash and/or a deferred cash award, at the discretion of management. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager. A selected fund may be, but is not required to be, a fund that is managed by the portfolio manager.

 

Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests and/or options to acquire equity interests in MFS or its parent company are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

 

Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available to other employees of MFS. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.

 

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PACIFIC INVESTMENT MANAGEMENT COMPANY LLC (“PIMCO”)

 

Global Bond Trust
Real Return Bond Trust
Total Return Trust

 

The following chart reflects the portfolio managers’ investments in the funds that they manage. The chart also reflects information regarding accounts other than the funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio Manager Other Registered Investment
Companies

Other Pooled

Investment Vehicles

Other Accounts

 

Number
of
Accounts

Assets ($MM)

 

Number
of
Accounts

Assets ($MM)

 

Number
of
Accounts

Assets
($MM)

 

Andrew Balls 11 14,741.06 28 19,372.53 39 21,748.86
Sachin Gupta 11 14,379.27 8 2,407.12 9 5,926.18
Mark Kiesel 28 226,635.94 56 56,473.84 147 75,279.20
Lorenzo Pagani, Ph.D 6 10,532.05 17 5,478.11 34 8,975.68
Mihir Worah 47 235,018.85 35 24,207.54 64 35,110.77
Jeremie Banet 5 19,811.83 3 682.32 1 722.97

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio Manager Other Registered Investment
Companies

Other Pooled

Investment Vehicles

Other Accounts

 

Number
of
Accounts

Assets ($MM)

 

Number
of
Accounts

Assets ($MM)

 

Number
of
Accounts

Assets
($MM)

 

Andrew Balls None None None None 7 $2,632.82
Sachin Gupta None None None None 2 $113.72
Mark Kiesel None None 10 $6,307.87 19 $7,055.36
Lorenzo Pagani, Ph.D None None 6 $1,422.46 7 $1,548.50

 

A- 43
 

 

Portfolio Manager Other Registered Investment
Companies

Other Pooled

Investment Vehicles

Other Accounts

 

Number
of
Accounts

Assets ($MM)

 

Number
of
Accounts

Assets ($MM)

 

Number
of
Accounts

Assets
($MM)

 

Mihir Worah None None 1 $152.37 9 $4,308.54
Jeremie Banet None None None None None None

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

CONFLICTS OF INTEREST

From time to time, potential and actual conflicts of interest may arise between a portfolio manager’s management of the investments of a Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest may also arise as a result of PIMCO’s other business activities and PIMCO’s possession of material non-public information about an issuer. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Funds, track the same index a Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.

 

Because PIMCO is affiliated with Allianz, a large multi-national financial institution, conflicts similar to those described below may occur between the Funds or other accounts managed by PIMCO and PIMCO’s affiliates or accounts managed by those affiliates. Those affiliates (or their clients), which generally operate autonomously from PIMCO, may take actions that are adverse to the Funds or other accounts managed by PIMCO. In many cases, PIMCO will not be in a position to mitigate those actions or address those conflicts, which could adversely affect the performance of the Funds or other accounts managed by PIMCO.

 

Knowledge and Timing of Fund Trades . A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of a Fund. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of a Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund.

 

Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. In addition, regulatory issues applicable to PIMCO or one or more Funds or other accounts may result in certain Funds not receiving securities that may otherwise be appropriate for them. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

 

Under PIMCO’s allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO’s investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Funds and certain pooled investment vehicles, including investment opportunity allocation issues.

 

Conflicts potentially limiting a Fund’s investment opportunities may also arise when the Fund and other PIMCO clients invest in different parts of an issuer’s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give

 

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rise to conflicts with other PIMCO clients or PIMCO may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting a Fund’s investment opportunities. Additionally, if PIMCO acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for a Fund. Moreover, a Fund or other account managed by PIMCO may invest in a transaction in which one or more other Funds or accounts managed by PIMCO are expected to participate, or already have made or will seek to make, an investment. Such Funds or accounts may have conflicting interests and objectives in connection with such investments, including, for example and without limitation, with respect to views on the operations or activities of the issuer involved, the targeted returns from the investment, and the timeframe for, and method of, exiting the investment. When making investment decisions where a conflict of interest may arise, PIMCO will endeavor to act in a fair and equitable manner as between a Fund and other clients; however, in certain instances the resolution of the conflict may result in PIMCO acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of a Fund.

 

Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to a Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Funds and such other accounts on a fair and equitable basis over time.

 

PORTFOLIO MANAGER COMPENSATION

PIMCO has adopted a Total Compensation Plan for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firm’s mission statement. The Total Compensation Plan includes an incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary and discretionary performance bonuses, and may include an equity or long term incentive component.

 

Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCO’s deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employee’s compensation. PIMCO’s contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.

 

Key Principles on Compensation Philosophy include:

 

PIMCO’s pay practices are designed to attract and retain high performers.

 

PIMCO’s pay philosophy embraces a corporate culture of pay-for-performance, a strong work ethic and meritocracy.

 

PIMCO’s goal is to ensure key professionals are aligned to PIMCO’s long-term success through equity participation.

 

PIMCO’s “Discern and Differentiate” discipline is exercised where individual performance ranking is used for guidance as it relates to total compensation levels.

 

The Total Compensation Plan consists of three components:

 

Base Salary – Base salary is determined based on core job responsibilities, positions/levels and market factors. Base salary levels are reviewed annually, when there is a significant change in job responsibilities or position, or a significant change in market levels. Base salary is paid in regular installments throughout the year and payment dates are in line with local practice.

 

Performance Bonus – Performance bonuses are designed to reward individual performance. Each professional and his or her supervisor will agree upon performance objectives to serve as a basis for

 

A- 45
 

 

performance evaluation during the year. The objectives will outline individual goals according to pre-established measures of the group or department success. Achievement against these goals as measured by the employee and supervisor will be an important, but not exclusive, element of the bonus decision process. Award amounts are determined at the discretion of the Compensation Committee (and/or certain senior portfolio managers, as appropriate) and will also consider firm performance.

 

Long-term Incentive Compensation - PIMCO has a Long-Term Incentive Plan (LTIP) which is awarded to key professionals.  Employees who reach a total compensation threshold are delivered their annual compensation in a mix of cash and long-term incentive awards.  PIMCO incorporates a progressive allocation of long-term incentive awards as a percentage of total compensation, which is in line with market practices. The LTIP provides participants with cash awards that appreciate or depreciate based on PIMCO’s operating earnings over a rolling three-year period. The plan provides a link between longer term company performance and participant pay, further motivating participants to make a long-term commitment to PIMCO’s success. Participation in LTIP is contingent upon continued employment at PIMCO.

 

In addition, the following non-exclusive list of qualitative criteria may be considered when specifically determining the total compensation for portfolio managers:

 

3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax investment performance as judged against the applicable benchmarks for each account managed by a portfolio manager (including the Funds) and relative to applicable industry peer groups;

 

Appropriate risk positioning that is consistent with PIMCO’s investment philosophy and the Investment Committee/CIO approach to the generation of alpha;

 

Amount and nature of assets managed by the portfolio manager;

 

Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);

 

Generation and contribution of investment ideas in the context of PIMCO’s secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis;

 

Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;

 

Contributions to asset retention, gathering and client satisfaction;

 

Contributions to mentoring, coaching and/or supervising; and

 

Personal growth and skills added.

 

A portfolio manager’s compensation is not based directly on the performance of any Fund or any other account managed by that portfolio manager.

 

Profit Sharing Plan.  Portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCO’s net profits. Portfolio managers who are Managing Directors receive an amount determined by the Compensation Committee, based upon an individual’s overall contribution to the firm.

 

A- 46
 

 

QS INVESTORS, LLC

 

All Cap Core Trust

 

The following chart reflects the portfolio managers' investments in the fund that they manage. The chart also reflects information regarding accounts other than the fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio Manager Other Registered
Investment Companies
Other Pooled
Investment Vehicles

Other Accounts

 

Number
of
Accounts

Assets

(in
millions)

 

Number
of
Accounts

Assets

(in millions)

 

Number
of
Accounts

Assets

(in millions)

 

Robert Wang 6 $1,990 7 $1,632 12 $721
Russell Shtern 6 $1,990 3 $276 10 $599

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio Manager Other Registered
Investment Companies
Other Pooled
Investment Vehicles

Other Accounts

 

Number
of
Accounts

Assets

(in
millions)

 

Number
of
Accounts

Assets

(in millions)

 

Number
of
Accounts

Assets

(in millions)

 

Robert Wang None None None None 3 $141
Russell Shtern None None None None 3 $141

 

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the fund that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

QS Investors maintains policies and procedures reasonably designed to minimize material conflicts of interest inherent in circumstances when a portfolio manager has day-to-day portfolio management responsibilities for multiple portfolios. These conflicts may be real, potential, or perceived, and are described in detail below.

 

QS Investors and its portfolio management team may manage multiple portfolios with similar investment strategies. Investment decisions for each portfolio are generally made based on each portfolio’s investment objectives and guidelines, cash availability, and current holdings. Purchases or sales of securities for the portfolios

 

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may be appropriate for other portfolios with like objectives and may be bought or sold in different amounts and at different times in multiple portfolios. In these cases, transactions are allocated to portfolios in a manner believed by QS Investors to be the most equitable to each client, generally utilizing a pro rata allocation methodology. Purchase and sale orders for a portfolio may be combined with those of other portfolios in the interest of achieving the most favorable net results for all clients.

 

QS Investors may manage long-short strategies alongside long-only strategies. As such, the potential exists for short sales of securities in certain portfolios while the same security is held long in one or more other portfolios. In an attempt to mitigate the inherent risks of simultaneous management of long-short and long only strategies, QS Investors has established and implemented procedures to promote fair and equitable treatment of all portfolios. The procedures include monitoring and surveillance, supervisory reviews, and compliance oversight of short sale activity.
Portfolio managers may be responsible for managing multiple portfolios. Portfolio managers are aligned by investment strategy and employ similar investment models across multiple portfolios to support equitable division of time and attention required to manage all portfolios under their management.

 

In certain cases, portfolios may include incentive-based fees, such as performance fees. These portfolios may be managed alongside other portfolios and are managed in the same manner as all other portfolios with like strategies; investment decisions and allocations are not based on the existence of performance or other incentive-based fees. To manage conflicts that may arise from management of portfolios with incentive-based fees, performance in portfolios with like strategies is regularly reviewed by management.

 

Investment professionals employed by QS Investors may manage personal accounts in which they have a fiduciary interest with holdings similar to those of client accounts. QS Investors has implemented a Code of Ethics which is designed to address the possibility that these professionals could place their own interests ahead of those of clients. The Code of Ethics address this potential conflict of interest by imposing reporting requirements, blackout periods, supervisory oversight and other measures designed to reduce conflict.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

Portfolio managers will be eligible for total compensation comprised of base salary and variable compensation.

 

Base Salary

Base salary will be linked to job functions, responsibilities and financial services industry peer comparison.

 

Variable Compensation

Variable compensation for portfolio managers will be linked to the metrics they have responsibility for; checking and implementing research models, minimizing transaction costs and market impact, monitoring client portfolios for appropriate market risk and ensuring that no trading errors occur. The qualitative analysis of a portfolio manager’s individual performance will be based on, among other things, the results of an annual management and internal peer review process, and management’s assessment of overall portfolio manager contributions to investor relations, the investment process and overall performance (distinct from fund and other account performance). Other factors, including contributions made to the investment team, as well as adherence to Compliance Policies and Procedures, Risk Management procedures, the firm’s Code of Ethics and “living the values” of the firm will also be factors.

 

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SSGA FUNDS MANAGEMENT, INC. (“SSGA FM”)

 

International Equity Index Trust B

 

The following chart reflects the portfolio managers’ investments in the fund that they manage. The chart also reflects information regarding accounts other than the fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other registered investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager

Other Registered

Investment Companies*

Other Pooled Investment Vehicles*

Other Accounts*

 

Number
of
Accounts

Assets

(in billions)

 

Number
of
Accounts

Assets

(in billions)

 

 

Number
of
Accounts

Assets

(in billions)

 

 

Karl Schneider 161 $198.45 375 $534.18 334 $253.99
Thomas Coleman 161 $198.45 375 $534.18 334 $253.99

 

* Please note that the assets are managed on a team basis. This table refers to accounts of the Global Equity Beta Solutions Team of State Street Global Advisors (“SSGA”). SSGA FM and other advisory affiliates of State Street Corporation make up SSGA, the investment management arm of State Street Corporation.

 

There are no accounts that pay fees based on performance.

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the fund that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the fund. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio manager’s execution of different investment strategies for various accounts or (b) the allocation of resources or of investment opportunities.

 

Portfolio managers may manage numerous accounts for multiple clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. A potential conflict of interest may arise as a result of a portfolio manager’s responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment available for

 

A- 49
 

 

purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. A portfolio manager may also manage accounts whose objectives and policies differ from that of the fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the fund maintained its position in that security.

 

A potential conflict may arise when a portfolio manager is responsible for accounts that have different advisory fees – the difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when a portfolio manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another.

 

SSGA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSGA FM are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSGA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

The compensation of SSGA FM's investment professionals is based on a number of factors, including external benchmarking data and market trends, State Street Corporation performance, SSGA performance, and individual performance. Each year State Street Corporation's Global Human Resources department participates in compensation surveys in order to provide SSGA with critical, market-based compensation information that helps support individual pay decisions. Additionally, subject to State Street Corporation and SSGA business results, State Street Corporation allocates an incentive pool to SSGA to reward its employees. Because the size of the incentive pool is based on the firm's overall profitability and performance against risk-related goals, each staff member is motivated to contribute both as an individual and as a team member.

 

The incentive pool is allocated to the various functions within SSGA. The discretionary determination of the allocation amounts to business units is influenced by market-based compensation data, as well as the overall performance of the group. Individual compensation decisions are made by the employee's manager, in conjunction with the senior management of the employee's business unit. These decisions are based on the performance of the employee and, as mentioned above, on the performance of the firm and business unit.

 

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TEMPLETON GLOBAL ADVISORS LIMITED

 

Global Trust

 

The following chart reflects the portfolio managers’ investments in the fund that they manage. The chart also reflects information regarding accounts other than the fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager

Other Registered

Investment Companies

Other Pooled Investment Vehicles Other Accounts
Number
of
Accounts

Assets

(in millions)

Number
of
Accounts

Assets

(in millions)

Number
of
Accounts

Assets

(in millions)

Norman Boersma, CFA 12 $39,937.9 12 $13,721.4 8 $1,171.6
Lisa Myers, CFA 11 $38,536.6 6 $12,181.6 9 $2,058.6
Tucker Scott, CFA 13 $35,697.4 4 $9,940.3 1 $151.4

  

There are no accounts that pay fees based on performance.

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the fund that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

Conflicts.   The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across

 

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similar portfolios, which may minimize the potential for conflicts of interest. As noted above, the separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

 

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the investment manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The investment manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

Franklin Templeton seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

 

Base salary. Each portfolio manager is paid a base salary.

 

Annual bonus. Annual bonuses are structured to align the interests of the portfolio manager with those of the fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and fund shareholders. The Chief Investment Officer of the manager and/or other officers of the manager, with responsibility for the fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

· Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

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· Research Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time, productivity and quality of recommendations, and peer evaluation.

 

· Non-investment performance. For senior portfolio managers, there is a qualitative evaluation based on leadership and the mentoring of staff.

 

· Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the manager’s appraisal.

 

Additional long-term equity-based compensation. Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

 

Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.

 

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TEMPLETON INVESTMENT COUNSEL, LLC (subadviser)

TEMPLETON GLOBAL ADVISORS LIMITED (sub-subadviser)

 

International Value Trust

 

The following chart reflects the portfolio managers’ investments in the funds that they manage. The chart also reflects information regarding accounts other than the funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio Manager

Other Registered

Investment Companies

Other Pooled

Investment Vehicles

Other Accounts
Number
of
Accounts

Assets

(in millions)

 

 

Number
of
Accounts

Assets

(in
millions)

 

 

Number
of
Accounts

Assets

(in
millions)

 

 

Peter Nori, CFA 13 $16,208.0 2 $1,860.5 36 $6,956.4
Tucker Scott, CFA 13 $35,371.7 4 $9,940.3 1 $151.4
Cindy Sweeting, CFA 15 $17,067.6 6 $2,807.1 45 $13,057.6

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance.

 

Portfolio Manager

Other Registered

Investment Companies

Other Pooled

Investment Vehicles

Other Accounts
Number
of
Accounts

Assets

(in millions)

 

 

Number
of
Accounts

Assets

(in
millions)

 

 

Number
of
Accounts

Assets

(in
millions)

 

 

Peter Nori, CFA None None None None 1 223.2
Tucker Scott, CFA None None None None None None
Cindy Sweeting, CFA None None None None 1 223.2

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the fund that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of

 

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such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

Conflicts.   The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. As noted above, the separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

 

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the investment manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The investment manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

Franklin Templeton seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

 

Base salary Each portfolio manager is paid a base salary.

 

Annual bonus Annual bonuses are structured to align the interests of the portfolio manager with those of the fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund

 

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shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and fund shareholders. The Chief Investment Officer of the manager and/or other officers of the manager, with responsibility for the fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

¨

Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

¨ Research Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time, productivity and quality of recommendations, and peer evaluation.

 

¨ Non-investment performance. For senior portfolio managers, there is a qualitative evaluation based on leadership and the mentoring of staff.

 

¨ Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the manager’s appraisal.

 

Additional long-term equity-based compensation Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

 

Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.

 

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T. Rowe Price Associates, Inc.

 

Blue Chip Growth Trust
Capital Appreciation Value Trust

Equity-Income Trust
Health Sciences Trust
Mid Value Trust

New Income Trust

Science & Technology Trust

Small Company Value Trust

 

The following chart reflects the portfolio managers’ investments in the funds that they manage. The chart also reflects information regarding accounts other than the funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number of
Accounts

Assets

(in millions)

Number
of
Accounts

Assets

(in millions)

Number
of
Accounts

Assets

(in millions)

J. David Wagner 7 $11,049.26 1 $813.14 4 $251.54
Larry J. Puglia 10 $35,556.02 1 $229.56 20 $8,406.41
Daniel O. Shackelford 5 $39,800.68 3 $2,140.88 12 $1,925.23
Brian C. Rogers* 15 $46,585.80 3 $2,890.18 35 $6,466.69
Ken Allen 3 $4,794.57 None None None None
Taymour R. Tamaddon 5 $14,217.66 None None 1 $224.01
David R. Giroux 6 $34,908.18 1 $220.95 None None
David J. Wallack 2 $13,206.49 1 $877.49 2 $196.38

 

There are no accounts that pay fees based on performance.

 

*Effective November 1, 2015 John D. Linehan will replace Brian C. Rogers as the fund’s portfolio manager.

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

Potential Conflicts of Interest . We are not aware of any material conflicts of interest that may arise in connection with the portfolio manager's management of the funds’ investments and the investments of the other account(s) included this response.

 

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Portfolio managers at T. Rowe Price and its affiliates typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, and foundations), offshore funds and common trust funds. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price and its affiliates have adopted brokerage and trade allocation policies and procedures which they believe are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients.

 

T. Rowe Price funds may, from time to time, own shares of Morningstar, Inc. Morningstar is a provider of investment research to individual and institutional investors, and publishes ratings on mutual funds, including the Price Funds. T. Rowe Price manages the Morningstar retirement plan and T. Rowe Price and its affiliates pay Morningstar for a variety of products and services. In addition, Morningstar may provide investment consulting and investment management services to clients of T. Rowe Price or its affiliates.

 

Portfolio Manager Compensation .

 

Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a stock option grant or restricted stock grant. Compensation is variable and is determined based on the following factors.

 

Investment performance over 1-, 3-, 5-, and 10-year periods is the most important input. The weightings for these time periods are generally balanced and are applied consistently across similar strategies. T. Rowe Price (and Price Hong Kong, Price Singapore, and T. Rowe Price International, as appropriate), evaluate performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are typically determined with reference to the broad-based index (e.g., S&P 500) and the Lipper index (e.g., Large-Cap Growth) set forth in the total returns table in the fund’s prospectus, although other benchmarks may be used as well. Investment results are also measured against comparably managed funds of competitive investment management firms. The selection of comparable funds is approved by the applicable investment steering and is the same as the selection presented to the directors of the Price Funds in their regular review of fund performance. Performance is primarily measured on a pretax basis though tax efficiency is considered and is especially important for the Tax-Efficient Equity Fund.

 

Compensation is viewed with a long-term time horizon. The more consistent a manager’s performance over time, the higher the compensation opportunity. The increase or decrease in a fund’s assets due to the purchase or sale of fund shares is not considered a material factor. In reviewing relative performance for fixed-income funds, a fund’s expense ratio is usually taken into account. Contribution to T. Rowe Price’s overall investment process is an important consideration as well. Leveraging ideas and investment insights across the global investment platform, working effectively with and mentoring others, and other contributions to our clients, the firm or our culture are important components of T. Rowe Price’s long-term success and are highly valued.

 

All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by

T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.

 

This compensation structure is used for all portfolios managed by the portfolio manager.

 

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WELLINGTON MANAGEMENT COMPANY, LLP

 

Alpha Opportunities Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Small Cap Growth Trust
Small Cap Value Trust

 

The following chart reflects the portfolio managers’ investments in the funds that they manage. The chart also reflects information regarding accounts other than the funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts

Assets

 

 

Number
of
Accounts

Assets

 

 

Number
of
Accounts

Assets

 

 

Mario E. Abularach, CFA 10 $10,503,557,601 1 $42,993,436 8 $1,248,165,180
Steven C. Angeli, CFA 11 $3,558,398,577 18 $1,700,159,847 21 $2,105,780,992
Michael T. Carmen, CFA 16 $11,207,093,022 20 $2,540,617,316 11 $1,972,071,897
Campe Goodman, CFA 15 $10,665,164,205 16 $2,323,400,972 48 $13,191,021,760
Lucius T. Hill III 16 $24,502,993,687 14 $2,953,538,377 55 $32,109,229,077
Joseph F. Marvan, CFA 14 $10,394,772,448 13 $2,245,338,479 51 $13,250,871,264
Timothy J. McCormack, CFA 9 $1,452,170,260 7 $1,541,808,643 24 $1,803,924,751
Stephen Mortimer 14 $12,526,715,463 3 $204,118,823 8 $1,248,165,180
Shaun F. Pedersen 9 $1,452,170,260 9 $1,708,901,621 26 $2,363,330,350
     Kent M. Stahl, CFA 11 $26,596,499,885 2 $330,885,384 1 $171,938,723
Gregg R. Thomas, CFA 11 $26,596,499,885 1 $331,168,209 1 $171,938,723

 

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Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts
Assets Number
of
Accounts
Assets Number
of
Accounts
Assets
Mario E. Abularach, CFA None None None None 1 $276,032,344
Steven C. Angeli, CFA None None 6 $777,940,180 3 $776,100,113
Michael T. Carmen, CFA None None 4 $777,871,538 1 $469,515,635
Campe Goodman, CFA None None None None 1 $515,743,938
Lucius T. Hill III None None None None 1 $515,743,938
Joseph F. Marvan, CFA None None None None 1 $515,743,938
Timothy J. McCormack, CFA None None 1 $201,069,356 None None
Stephen Mortimer None None None None 1 $276,032,344
Shaun F. Pedersen None None 2 $240,568,763 None None
Kent M. Stahl, CFA None None None None None None
Gregg R. Thomas, CFA None None None None None None

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. Each Fund’s managers listed in the prospectus who are primarily responsible for the day-to-day management of the Funds (“Investment Professionals”) generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the relevant Fund. The Investment Professionals make investment decisions for each account, including the relevant Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Investment Professionals may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the

 

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relevant Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant Fund.

 

An Investment Professional or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the relevant Fund, or make investment decisions that are similar to those made for the relevant Fund, both of which have the potential to adversely impact the relevant Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, an Investment Professional may purchase the same security for the relevant Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the relevant Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Funds. Messrs. Abularach, Angeli, and Carmen, Goodman, Hill, Marvan, McCormack, Mortimer, and Pedersen also manage accounts, which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Investment Professionals are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Investment Professional. Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above. Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

 

DESCRIPTION OF COMPENSATION STRUCTURE

 

Wellington Management receives a fee based on the assets under management of each Fund as set forth in the Investment Subadvisory Agreements between Wellington Management and the Adviser on behalf of each Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to each Fund. The following information relates to the fiscal year ended December 31, 2014.

 

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management’s compensation of each Fund’s managers listed in the prospectus who are primarily responsible for the day-to-day management of the Funds (“Investment Professionals”) includes a base salary and incentive components. The base salary for each Investment Professional who is a partner (a “Partner”) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP the firm. Each Investment Professional, with the exception of Messrs. Stahl and Thomas, is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the relevant Fund managed by the Investment Professional and generally each other account managed by such Investment Professional. Each Investment Professional’s incentive payment relating to the relevant Fund, with the exception of Alpha Opportunities Trust, is linked to the gross pre-tax performance of the portion of the Fund managed by the Investment Professional compared to the benchmark index and/or peer group identified below over one and three year periods, with an emphasis on three year results. In 2012, Wellington Management began placing increased emphasis on long-term performance and is phasing in a five year performance comparison periods, which will be fully implemented by December 31, 2016. Wellington Management applies similar incentive

 

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compensation structures (although the benchmark or peer groups, time periods and rates may differ) to other accounts managed by these Investment Professionals, including accounts with performance fees.

 

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Investment Professionals may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner of Wellington Management is eligible to participate in a Partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula.

 

Messrs. Abularach, Angeli, Carmen, Elliott, Goodman, Hill, Marvan, McCormack, Mortimer, O’Toole, Pedersen, Stahl, and Thomas are Partners of the firm.

 

Fund INCENTIVE BENCHMARK(S) / PEER GROUPS
   
Fund INCENTIVE BENCHMARK(S) / PEER GROUPS
Investment Quality Bond Trust Barclays 50-50 Government Credit Index through 04/30/2014; Barclays US Aggregate Bond Index since 05/01/2014
Mid Cap Stock Trust Russell Mid Cap Growth Index (50%) and Lipper Mid Cap Growth Average (50%)
Small Cap Growth Trust Russell 2000 Growth Index
Small Cap Value Trust Russell 2000 Value Index (McCormack) and Russell 2500 Value Index (Pedersen)
   

 

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WELLS CAPITAL MANAGEMENT, INCORPORATED
("WellsCap")

 

Core Bond Trust

 

The following chart reflects the portfolio managers’ investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment
Vehicles

Other Accounts

 

Number
of
Accounts

Assets

in Millions

Number
of
Accounts

Assets

in Millions

Number
of
Accounts

Assets

in Millions

Troy Ludgood 9 $12,538 4 $2,169 34 $11,506
Thomas O'Connor 9 $12,538 4 $2,169 34 $11,506

 

Other Accounts Managed – Of total listed above, those for which advisory fee is based on performance

 

Portfolio
Manager
Other Registered
Investment
Companies
Other Pooled
Investment Vehicles

Other Accounts

 

Number
of
Accounts

Assets

in
Millions

Number
of
Accounts

Assets

in Millions

Number
of
Accounts

Assets

in Millions

Troy Ludgood None None None None 1 $547
Thomas O'Connor None None None None 1 $547

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

POTENTIAL CONFLICTS OF INTEREST

 

Wells Capital Management’s Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital Management has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.

 

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DESCRIPTION OF COMPENSATION STRUCTURE

 

The compensation structure for Wells Capital Management’s Portfolio Managers includes a competitive fixed base salary plus variable incentives, payable annually and over a longer term period. Wells Capital Management participates in third party investment management compensation surveys in order to provide Wells Capital Management with market-based compensation information to help support individual pay decisions. In addition to investment management compensations surveys, Wells Capital Management also considers prior professional experience, tenure, seniority and a Portfolio Manager’s team size, scope and assets under management when determining their fixed base salary. Incentive bonuses are typically tied to relative, pre-tax investment performance of the Funds or other all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the accounts to each account’s individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. In the case of each Fund, the benchmark(s) against which the performance of the Fund’s portfolio may be compared for these purposes generally are indicated in the “Performance” sections of the Prospectuses. In addition, Portfolio Managers, who meet the eligibility requirements, may participate in Wells Fargo’s 401(k) plan that features a limited matching contribution.  Eligibility for and participation in this plan is on the same basis for all employees. 

 

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Western Asset Management Company
("Western Asset")

Western Asset Management Company Limited is sub-sub adviser
of
High Yield Trust

 

Portfolio Managers

 

A team of investment professionals at Western Asset Management Company, led by Chief Investment Officer S. Kenneth Leech, and portfolio managers Michael C. Buchanan and Walter E. Kilcullen, manages the portfolio.

 

The following chart reflects the portfolio managers’ investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

Portfolio Manager

Other Registered
Investment Companies

Other Pooled

Investment Vehicles

Other

Accounts

 

Number
of
Accounts
Assets
(millions)
Number
of
Accounts
Assets (millions) Number
of
Accounts
Assets (millions)
S. Kenneth Leech 106 $203,770 233 $84,617 667 $177,365
Michael C. Buchanan 42 $39,213 58 $31,761 192 $53,418
Walter E. Kilcullen 5 $2,143 11 $3,952 20 $2,964

 

Other Accounts Managed – Of Total listed above, those for which advisory fee is based on performance

 

Portfolio
Manager
Other Registered
Investment Companies
Other Pooled Investment Vehicles

Other Accounts

 

Number
of
Accounts
Assets
(millions)
Number
of
Accounts
Assets (millions) Number
of
Accounts
Assets (millions)
S. Kenneth Leech None None 9 $2,059 54 $17,323
Michael C. Buchanan None None 4 $1,278 21 $7,895
Walter E. Kilcullen None None None None None None

 

Ownership of fund shares. The portfolio managers listed in the above table did not beneficially own any shares of the funds that they managed as of December 31, 2014.

 

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Note: The numbers above reflect the overall number of portfolios managed by Western Asset. Mr. Leech is involved in the management of all the firm's portfolios, but he is not solely responsible for particular portfolios. Western Asset's investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. The individuals that have been identified are responsible for overseeing implementation of the firm's overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.


POTENTIAL CONFLICTS OF INTEREST

 

Western Asset has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

 

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Advisers or an affiliate has an interest in the account. The Firm has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis to ensure that no conflict of interest occurs. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

 

With respect to securities transactions, the Adviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Firm may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. Western Asset’s team approach to portfolio management and block trading approach works to limit this potential risk.

 

The Firm also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimus value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

 

Employees of the Firm have access to transactions and holdings information regarding client accounts and the Firm’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Firm maintains a Code of Ethics that is compliant with Rule 17j-1 and Rule 204A-1 to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Firm’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Firm’s compliance monitoring program.

 

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Western Asset may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Firm also maintains a compliance monitoring program and engages independent auditors to conduct a SSAE16/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.

 

DESCRIPTION OF COMPENSATION STRUCTURE

At Western, one compensation methodology covers all products and functional areas, including portfolio managers. Western’s philosophy is to reward its employees through total compensation. Total compensation is reflective of the external market value for skills, experience, ability to produce results and the performance of one’s group and the firm as a whole.

 

Discretionary bonuses make up the variable component of total compensation. These are structured to reward sector specialists for contributions to the firm as well as relative performance of their specific portfolios/product and are determined by the professional’s job function and performance as measured by a formal review process.

 

For portfolio managers, the formal review process includes a thorough review of portfolios they were assigned to lead, or with which they were otherwise involved, and includes not only investment performance, but maintaining a detailed knowledge of client portfolio objectives and guidelines, monitoring of risks and performance for adherence to these parameters, execution of asset allocation consistent with current firm and portfolio strategy and communication with clients. In reviewing pre-tax investment performance, one-, three- and five-year annualized returns are measured against appropriate market peer groups and to each fund’s benchmark index.

 

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Manulife Asset Management (North America) Limited
Proxy Voting Policy

 

Proxy Voting

 

BACKGROUND     2  
         
Policy objectives and scope     2  
Guiding principles for policy     2  
         
POLICY     2  
         
General Requirements     2  
Proxy Services     3  
Proxy Committees     3  
Conflicts Procedures     4  
Documentation Requirements     4  
Client Notification Requirements     4  

 

 
 

 

Manulife Asset Management (North America) Limited
Proxy Voting Policy

 

Background

 

Policy objectives and scope

 

Manulife Asset Management (North America) Limited (“MAM (NA)”) manages money on behalf of, or provides investment advice to, many clients.

 

Arising out of these relationships, MAM (NA) has a fiduciary duty to exercise care, diligence and skill in the administration and management of these funds that any person, familiar with the matters, would exercise under similar circumstances in managing the property of another person.

 

A proxy is a shareholder's right to vote that has been delegated to professionals who manage their investments. (Note: clients have the unqualified right to rescind the permission given to us to vote proxies on their behalf.) The right to vote is an asset, as a company’s shareholders have the power to influence the management of a corporation and it is our fiduciary obligation to ensure that these rights are voted, if clients request us to do so in writing, such that they optimize the long-term value of the investment portfolios.

 

Guiding principles for policy

 

When voting proxies, fiduciaries have an obligation to do so in an informed and responsible manner.  There is a duty of loyalty.  Records of voting should be maintained by retaining copies of proxies and any supporting documentation for non-routine issues.  As an investment management company, the obligation of fiduciaries is to vote proxies in the best interest of the clients or beneficiaries.

 

Policy

 

General Requirements

 

A proxy vote should be cast on behalf of each client holding the security in question.  The decision on how to vote is made by the responsible Portfolio Manager, or another person to whom such responsibility has been delegated by the Portfolio Manager, on behalf of the client.  Such a person may include a proxy committee or a proxy voting service.  Refer to “Proxy Committees” and “Proxy Services” below.

 

When voting proxies, the following standards apply:

 

· Portfolio Managers will vote based on what they believe to be in the best interest of the client and in accordance with the client’s investment guidelines.

 

· Each voting decision should be made independently.  Portfolio Managers may enlist the services of reputable professionals and/or proxy evaluation services, such as RiskMetrics Group, Inc. (“RiskMetrics” ISS Governance Services (“ISS”), refer to “Proxy Services” below, whether inside or outside the organization, to assist with the analysis of voting issues and/or to carry out the actual voting process. However, the ultimate decision as to how to cast a vote will always rest with Portfolio Managers, or any

 

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Manulife Asset Management (North America) Limited
Proxy Voting Policy

 

Proxy Committee which may be formed to deal with voting matters from time to time, refer to “Proxy Committees” below.

 

· Investment guidelines/contracts should outline how voting matters should be treated and clients should be notified of voting procedures from time to time in accordance with any applicable legislative requirements.  

 

· The quality of a company’s management is a key consideration factor in the Portfolio Manager’s investment decision, and a good management team is presumed to act in the best interests of the company.  Therefore, in general, MAM (NA) will vote as recommended by a company’s management, except in situations where the Portfolio Manager believes this is not in the best interests of clients.

 

· As a general principle, voting should be consistent among portfolios having the same mandates subject to the client’s preferences and the Conflict Procedures set out below.

 

MAM (NA) will reasonably consider specific voting instruction requests made by clients

 

Proxy Services

 

Each Portfolio Manager is responsible for the voting of securities in portfolios managed by them. In order to assist in voting securities, MAM (NA) may from time to time delegate certain proxy advisory and voting responsibilities to a third party proxy service provider.

 

MAM (NA) has currently delegated certain duties to ISS Governance Services (“ISS”).  ISS specializes in the areas of proxy voting and corporate governance and provides a variety of proxy advisory and voting services.  These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance. While each Portfolio Manager may rely on ISS’s research and recommendations in casting votes, each Portfolio Manager may deviate from any recommendation provided by ISS on general policy issues or specific proxy proposals in accordance with any MAM (NA) proxy policies and procedures which may be in effect from time to time. Refer to “Proxy Committees” below.

 

MAM (NA) may retain other proxy voting services in place of, or in addition to, ISS from time to time without further notice to clients.

 

Proxy Committees

 

From time to time proxy voting issues arise generally or with respect to a specific vote.  In such cases, one or more persons may be appointed as a Proxy Committee to review certain issues.

 

One or more of such committees may be created on a permanent or temporary basis from time to time. The terms of reference and the procedures under which a committee will operate from time to time must be reviewed by the Legal and Compliance Department.  Records of the committee’s deliberations and recommendations shall be kept in accordance with this Policy and applicable law, if any.  Refer to “Documentation Requirements and Client Notification Requirements” below.

 

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Manulife Asset Management (North America) Limited
Proxy Voting Policy

 

Conflicts Procedures

 

MAM (NA) is required to monitor and resolve possible material conflicts (“Conflicts”) between the interests of MAM (NA) and the interests of clients who have instructed MAM (NA) to vote securities held in their portfolios.  MAM (NA) is affiliated with both Manulife Financial Corporation (“MFC”) and The Manufacturers Life Insurance Company (“MLI”).  Conflicts may arise, for example, if a proxy vote is required on matters involving those companies, or other issuers in which either of them has a substantial equity interest.  

 

Anyone within MAM (NA) who becomes aware of a potential conflict shall notify the Legal and Compliance department as well as the appropriate desk head.  If it is determined by the Legal and Compliance Department that a potential conflict does exist, a Proxy Committee shall be appointed to consider the issue.

 

In addition to the procedures set out above concerning Proxy Committees, any Proxy Committee which considers a Conflict must appoint a member of the Legal and Compliance team as a voting member of the Committee. Persons who are officers of the issuer involved in the matter may participate in the Committee’s deliberations, but shall not be entitled to vote as a member of the Committee.

 

The Proxy Committee shall then consider the issue involved and shall be free to make any decision it concludes is reasonable The Proxy Committee need not determine to vote each client portfolio the same way on a given matter, depending on the interests of the particular client involved.

 

Documentation Requirements

 

The Portfolio Manager retains or arranges to be retained in an accessible format from a proxy service or other source, voting records for securities held in each portfolio voting records for each portfolio that held the security.  These should include all records required by applicable law from time to time, such as:

 

§ proxy voting procedures and policies, and all amendments thereto;

 

§ all proxy statements received regarding client securities;

 

§ a record of all votes cast on behalf of clients;

 

§ records of all client requests for proxy voting information;

 

§ any documents prepared by the Portfolio Manager or a Proxy Committee that were material to a voting decision or that memorialized the basis for the decision;

 

§ all records relating to communications with clients regarding conflicts of interest in voting; and

 

§ any other material required by law to be kept from time to time.

 

Client Notification Requirements

 

MAM (NA) shall describe to clients, or provide a copy of its proxy voting policies and procedures and shall also advise clients how they may obtain information on securities voted in their portfolio.  

 

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PROXY VOTING POLICY

 

Executive Summary

 

Manulife Asset Management (US) LLC (“Manulife Asset Management (US)” or the “Firm”) is registered with the U.S. Securities and Exchange Commission (SEC) as an investment adviser.

 

The Firm believes that its Proxy Voting Policy is reasonably designed to ensure that proxy matters are conducted in the best interest of clients, and in accordance with Manulife Asset Management (US)’s fiduciary duties, applicable rules under the Investment Advisers Act of 1940 and fiduciary standards and responsibilities for ERISA clients set out in the U.S. Department of Labor interpretations.

 

Manulife Asset Management (US) seeks to vote proxies in the best economic interests of all of its clients for whom the Firm has proxy voting authority and responsibilities.  In the ordinary course, this entails voting proxies in a way which Manulife Asset Management (US) believes will maximize the monetary value of each portfolio’s holdings.  Manulife Asset Management (US) takes the view that this will benefit the clients.

 

To fulfill the Firm’s fiduciary duty to clients with respect to proxy voting, Manulife Asset Management (US) has contracted with the RiskMetrics Group (RiskMetrics), an independent third party service provider, to vote clients’ proxies according to RiskMetrics’ proxy voting recommendations.  Proxies will be voted in accordance with the voting recommendations contained in the applicable domestic or global RiskMetrics Proxy Voting Manual, as in effect from time to time.  Except in instances where a Manulife Asset Management (US) client retains voting authority, Manulife Asset Management (US) will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to RiskMetrics.

 

Manulife Asset Management (US) has engaged RiskMetrics as its proxy voting agent to:

 

1. research and make voting recommendations or, for matters for which Manulife Asset Management (US) has so delegated, to make the voting determinations;
2. ensure that proxies are voted and submitted in a timely manner;
3. handle other administrative functions of proxy voting;
4. maintain records of proxy statements received in connection with proxy votes and provide copies of such proxy statements promptly upon request;
5. maintain records of votes cast; and
6. provide recommendations with respect to proxy voting matters in general.

 

The proxy voting function of Manulife Asset Management (US) Operations is responsible for administering and implementing the Proxy Voting Policy, including the proper oversight of any service providers hired by the Firm to assist it in the proxy voting process.  Oversight of the proxy voting process is the responsibility of the Firm’s Senior Investment Policy Committee.

 

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Introduction

 

Manulife Asset Management (US) LLC (Manulife Asset Management (US) or the “Firm”) is registered with the U.S. Securities and Exchange Commission (SEC) as an investment adviser. As a registered investment adviser, Manulife Asset Management (US) must comply with the requirements of the SEC Investment Advisers Act of 1940, as amended and the rules there under (Advisers Act). In accordance with Rule 206(4)-7 of the Advisers Act, Manulife Asset Management (US) has adopted policies and procedures reasonably designed to prevent violations of the Advisers Act and designated a Chief Compliance Officer to administer its compliance policies and procedures.

 

The Firm is a wholly owned subsidiary of Manulife Financial Corporation (Manulife Financial) and is affiliated with several SEC-registered and non-SEC registered investment advisers which are also subsidiaries or affiliates of Manulife Financial. Collectively, Manulife Asset Management (US) and its advisory affiliates represent the diversified investment management division of Manulife Financial and they provide comprehensive asset management solutions for institutional investors, retirement and investment funds, and individuals, in key markets around the world. Certain of these companies within Manulife Financial offer a number of products and services designed specifically for various categories of investors in a number of different countries and regions. These products or services are only offered to such investors in those countries and regions in accordance with applicable laws and regulations.

 

The Firm manages assets for a variety of institutional and other types of clients, including public and private pension funds, financial institutions and investment trusts. It also manages registered and private collective funds, including UCITS, US and Canadian open- and closed-end mutual funds. In particular, the Firm is affiliated with, and serves as investment manager or a sub-adviser to, a number of mutual fund families that are sponsored by affiliates (the “Funds”). This investment expertise extends across a full range of asset classes including equity, fixed income and alternative investments such as real estate, as well as asset allocation strategies.

 

The portfolios under management have a mix of investment objectives and may invest in, or create exposure to, a wide variety of financial instruments in different asset classes, including listed and unlisted equity and fixed income securities, commodities, fixed income instruments, derivatives and structured products, futures and options.

 

PROXY VOTING POLICY

 

This Proxy Voting Policy (the ”Policy”) covers the proxy activities and related disclosure obligations of Manulife Asset Management (US)and applies to all Manulife Asset Management (US)clients for whom Manulife Asset Management (US) has been delegated the authority to vote proxies.

 

The Proxy Voting Policy is designed to meet the needs of Manulife Asset Management (US)’s clients with strict adherence to the highest principles of fiduciary conduct, including minimizing any potential material conflict of interest between the Firm and the Firm’s clients. It is also designed to ensure compliance with the applicable rules and regulations of the various regulators to which Manulife Asset Management (US) is subject. It sets forth the general corporate governance principles of Manulife Asset Management (US) in ensuring

 

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that clear guidelines are established for voting proxies and communicating such with our clients, regulators and other relevant parties.

 

The structure and purpose of the Proxy Voting Policy will continually evolved in alignment with the risk profile of Manulife Asset Management (US), internal standards and requirements, roles and responsibilities of the Manulife Asset Management (US) Board and other relevant oversight committees, and regulatory requirements. The Proxy Voting Policy is not intended to cover every possible situation that may arise in the course of conducting the Firm’s business. It is meant to be subject to change and to interpretation from time to time where facts and circumstances dictate, or where new regulations or guidance become effective, or where the plain language of the Policy appears unclear in light of the particular circumstances.

 

All Firm employees are asked to consult with the Chief Compliance Officer of Manulife Asset Management (US) (“Chief Compliance Officer”) if they have any questions concerning this Policy, questions about the standards set forth, or questions about proxy voting in general. Where, however, such obligations are inconsistent with this Policy, then the matter should immediately be referred to the Chief Compliance Officer and the Manulife Asset Management (US) General Counsel (“General Counsel”) who have authority to interpret this Policy or to take appropriate action in accordance with the principles set forth in this Policy in a manner in any situations not specifically covered by guidelines or procedures.

 

The Proxy Policy has the following six sections:

 

1. General Principles

 

2. Standards

 

3. Administration

 

4. Conflict of Interest

 

5. Recordkeeping

 

6. Policy Administration

 

General Principles

 

Scope

Manulife Asset Management (US) provides investment advisory services to both ERISA and non-ERISA institutional clients, the Funds, and other non-institutional clients (collectively, the “Clients”). Manulife Asset Management (US) understands that proxy voting is an integral aspect of security ownership. Accordingly, in cases where Manulife Asset Management (US) has been delegated authority to vote proxies, that function must be conducted with the same degree of prudence and loyalty accorded any fiduciary or other obligation of an investment manager.

 

This Policy permits Clients to:

1. delegate to Manulife Asset Management (US) the responsibility and authority to vote proxies on their behalf according to Manulife Asset Management (US)’s proxy voting polices and guidelines;

 

2. delegate to Manulife Asset Management (US) the responsibility and authority to vote proxies on their behalf according to the particular Client’s own proxy voting policies and guidelines, subject to acceptance by the Firm, as mutually agreed upon between the Firm and the Client; or

 

3. elect to vote proxies themselves. In instances where Clients elect to vote their own proxies, Manulife Asset Management (US) shall not be responsible for voting proxies on behalf of such Clients.

 

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Policy Statement

 

Manulife Asset Management (US) seeks to vote proxies in the best economic interests of all of its Clients for whom the Firm has proxy voting authority and responsibilities. In the ordinary course, this entails voting proxies in a way which Manulife Asset Management (US) believes will maximize the monetary value of each portfolio’s holdings. Manulife Asset Management (US) takes the view that this will benefit the Clients.

 

The Firm believes that its Proxy Voting Policy is reasonably designed to ensure that proxy matters are conducted in the best interest of Clients, and in accordance with Manulife Asset Management (US)’s fiduciary duties, applicable rules under the Investment Advisers Act of 1940 and fiduciary standards and responsibilities for ERISA clients set out in the U.S. Department of Labor interpretations.

 

To fulfill the Firm’s fiduciary duty to Clients with respect to proxy voting, Manulife Asset Management (US) has contracted with the RiskMetrics Group (RiskMetrics), an independent third-party service provider, to vote Clients’ proxies according to RiskMetrics’ proxy voting recommendations. Proxies will be voted in accordance with the voting recommendations contained in the applicable domestic or global RiskMetrics Proxy Voting Manual, as in effect from time to time. Except in instances where a Manulife Asset Management (US) client retains voting authority, Manulife Asset Management (US) will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to RiskMetrics.

 

Manulife Asset Management (US) provides copies of the current domestic and global RiskMetrics proxy voting guidelines upon request. It reserves the right to amend any of RiskMetrics’s guidelines in the future. If any such changes are made an amended Proxy Voting Policy will be made available for clients.

 

Therefore, the Proxy Voting Policy encompasses the following principles:

 

§ The proxy voting function of Manulife Asset Management (US)Operations (“Proxy Operations”) shall cause the implementation of procedures, practices, and controls (collectively, the “Procedures”) sufficient to promote high quality fiduciary administration of the Proxy Voting Policy, including the proper oversight of any service providers hired by the Firm to assist it in the proxy voting process. Such Procedures shall be reasonably designed to meet all applicable regulatory requirements and highest fiduciary standards.

 

§ The Chief Compliance Officer makes an annual risk-based assessment of Manulife Asset Management (US)’s compliance program, which may include proxy voting activities, and may conduct a review of the Procedures to determine that such Procedures are satisfactory to promote high-quality fiduciary administration. The Chief Compliance Officer makes periodic reports to Manulife Asset Management (US) Senior Investment Policy Committee (SIPC) that include a summary of instances where Manulife Asset Management (US) has (i) voted proxies in a manner inconsistent with the recommendation of RiskMetrics, and (ii) voted proxies in circumstances in which a material conflict of interest may exist as set forth in the Conflicts section.

 

§ Except as otherwise required by law, Manulife Asset Management (US)has a general policy of not disclosing to any issuer or third-party how Manulife Asset Management (US)or its voting delegate voted a Client’s proxy.

 

§ Manulife Asset Management (US) endeavors to show sensitivity to local market practices when voting proxies of non-U.S. issuers. Manulife Asset Management (US) votes in all markets where it is feasible to do so.

 

Standards

 

Manulife Asset Management (US) has engaged RiskMetrics as its proxy voting agent to:

 

1. research and make voting recommendations or, for matters for which Manulife Asset Management (US) has so delegated, to make the voting determinations;

 

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2. ensure that proxies are voted and submitted in a timely manner;

 

3. handle other administrative functions of proxy voting;

 

4. maintain records of proxy statements received in connection with proxy votes and provide copies of such proxy statements promptly upon request;

 

5. maintain records of votes cast; and

 

6. provide recommendations with respect to proxy voting matters in general.

 

Oversight of the proxy voting process is the responsibility of the SIPC. The SIPC reviews and approves amendments to the Proxy Voting Policy and delegates authority to vote in accordance with this Policy to RiskMetrics.

 

Manulife Asset Management (US)does not engage in the practice of “empty voting” ( a term embracing a variety of factual circumstances that result in a partial or total separation of the right to vote at a shareholders meeting from beneficial ownership of the shares on the meeting date). Manulife Asset Management (US) prohibits investment managers from creating large hedge positions solely to gain the vote while avoiding economic exposure to the market. Manulife Asset Management (US) will not knowingly vote borrowed shares (for example, shares borrowed for short sales and hedging transactions) that the lender of the shares is also voting.

 

Manulife Asset Management (US) reviews various criteria to determine whether the costs associated with voting the proxy exceed the expected benefit to Clients and may conduct a cost-benefit analysis in determining whether it is in the best economic interest to vote client proxies. Given the outcome of the cost-benefit analysis, the Firm may refrain from voting a proxy on behalf of the Clients’ accounts.

 

In addition, Manulife Asset Management (US) may refrain from voting a proxy due to logistical considerations that may have a detrimental effect on the Firm’s ability to vote such a proxy. These issues may include, but are not limited to:

 

1. proxy statements and ballots being written in a foreign language;

 

2. underlying securities have been lent out pursuant to a Client’s securities lending program;

 

3. untimely notice of a shareholder meeting;

 

4. requirements to vote proxies in person;

 

5. restrictions on foreigner’s ability to exercise votes;

 

6. restrictions on the sale of securities for a period of time in proximity to the shareholder meeting (“share blocking and re-registration”);

 

7. requirements to provide local agents with power of attorney to facilitate the voting instructions (such proxies are voted on a best-efforts basis); or

 

8. inability of a Client’s custodian to forward and process proxies electronically.

 

Administration

 

Proxy Operations is responsible for administering the proxy voting process, including:

 

1. Implementing and updating the applicable domestic and global RiskMetrics proxy voting guidelines;

 

2. Coordinating and overseeing the proxy voting process performed by RiskMetrics; and

 

3. Providing periodic reports to the SIPC, the Chief Compliance Officer and Clients as requested.

 

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As noted, all proxies received on behalf of Clients are forwarded to RiskMetrics. Any Manulife Asset Management (US) employee that receives a client’s proxy statement should therefore notify Proxy Operations and arrange for immediate delivery to RiskMetrics.

 

From time to time, proxy votes will be solicited which (i) involve special circumstances and require additional research and discussion or (ii) are not directly addressed by RiskMetrics. These proxies are identified through a number of methods, including but not limited to notification from RiskMetrics, concerns of clients, and questions from consultants.

 

In such instances of special circumstances or issues not directly addressed by RiskMetrics, a sub-committee of SIPC (“Proxy Committee”) will be consulted for a determination of the proxy vote. The Proxy Committee comprises of no fewer than three members of SIPC. Although the Firm anticipates that such instances will be rare, The Proxy Committee’s first determination is whether there is a material conflict of interest between the interests of a Client and those of Manulife Asset Management (US). If the Proxy Committee determines that there is a material conflict, the process detailed under “Potential Conflicts” below is followed. If there is no material conflict, the Proxy Committee examines each of the issuer’s proposals in detail in seeking to determine what vote would be in the best interests of Clients. At this point, the Proxy Committee will make a voting decision based on maximizing the monetary value of all portfolios’ holdings.

 

There may be circumstances under which a portfolio manager or other Manulife Asset Management (US)investment professional (“Manulife Asset Management (US)Investment Professional”) believes that it is in the best interest of a Client or Clients to vote proxies in a manner inconsistent with the recommendation of RiskMetrics. In such an event, as feasible, the Manulife Asset Management (US) Investment Professional shall inform Proxy Operations of his or her decision to vote such proxy in a manner inconsistent with the recommendation of RiskMetrics. Proxy Operations will report to the Chief Compliance Officer no less than quarterly any instance where a Manulife Asset Management (US) Investment Professional has decided to vote a proxy on behalf of a Client in that manner.

 

In addition to voting proxies, Manulife Asset Management (US):

 

1. describes its proxy voting procedures to its clients in the relevant or required disclosure document, including Part II of its Form ADV;

 

2. provides clients with a copy of the Proxy Voting Policy, upon request;

 

3. discloses to its clients how they may obtain information on how Manulife Asset Management (US) voted the client’s proxies;

 

4. generally applies its Proxy Voting Policy consistently and keeps records of votes for each Client;

 

5. documents the reason(s) for voting for all non-routine items; and

 

6. keeps records of such proxy voting through RiskMetrics available for inspection by the Client or governmental agencies.

 

Conflict of Interest

 

In instances where Manulife Asset Management (US)has the responsibility and authority to vote proxies on behalf of its clients for which Manulife Asset Management (US)serves as the investment adviser, there may be instances where a material conflict of interest exists. For example, Manulife Asset Management (US) or its affiliates may provide services to a company whose management is soliciting proxies, or to another entity which is a proponent of a particular proxy proposal. Another example could arise when Manulife Asset Management (US) or its affiliates has business or other relationships with participants involved in proxy contests, such as a candidate for a corporate directorship. More specifically, if Manulife Asset Management (US) is aware that one of the following conditions exists with respect to a proxy,

 

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Manulife Asset Management (US) shall consider such event a potential material conflict of interest:

 

1. Manulife Asset Management (US) has a business relationship or potential relationship with the issuer;

 

2. Manulife Asset Management (US) has a business relationship with the proponent of the proxy proposal; or

 

3. Manulife Asset Management (US) members, employees or consultants have a personal or other business relationship with the participants in the proxy contest, such as corporate directors or director candidates.

 

As a fiduciary to its clients, Manulife Asset Management (US) takes these potential conflicts very seriously. While Manulife Asset Management (US)’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by Manulife Asset Management (US)’s potential conflict, there are a number of courses Manulife Asset Management (US) may take. The final decision as to which course to follow shall be made by the Proxy Committee.

 

In the event of a potential material conflict of interest, the Proxy Committee will (i) vote such proxy according to the specific recommendation of RiskMetrics; (ii) abstain; or (iii) request that the Client votes such proxy. All such instances shall be reported to the Chief Compliance Officer at least quarterly.

 

As RiskMetrics will vote proxies in accordance with its proxy voting guidelines, Manulife Asset Management (US) believes that this process is reasonably designed to address conflicts of interest that may arise between Manulife Asset Management (US) and a Client as to how proxies are voted. When the matter falls clearly within one of the proposals enumerated in RiskMetrics proxy voting policy, casting a vote which simply follows RiskMetrics’ pre-determined policy would eliminate Manulife Asset Management (US)’s discretion on the particular issue and hence avoid the conflict.

 

In other cases, where the matter presents a potential material conflict and is not clearly within one of the RiskMetrics’ enumerated recommendations, or is of such a nature that the Proxy Committee believes more active involvement is necessary, the Proxy Committee shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of Clients, shall be formalized in writing as a part of the minutes of the Proxy Committee. Which action is appropriate in any given scenario would be the decision of the Proxy Committee in carrying out its duty to ensure that the proxies are voted in the Clients’, and not Manulife Asset Management (US)’s, best interests.

 

Recordkeeping

 

In accordance with applicable law, Manulife Asset Management (US) shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in Manulife Asset Management (US)’s office:

 

§ the Manulife Asset Management (US)Proxy Voting Policy and any additional procedures created pursuant to that policy;

 

§ a copy of each proxy statement Manulife Asset Management (US)receives regarding securities held by Clients (this requirement will be satisfied by RiskMetrics who has agreed in writing to do so or by obtaining a copy of the proxy statement from the EDGAR database);

 

§ a record of each vote cast by Manulife Asset Management (US)(this requirement will be satisfied by RiskMetrics who has agreed in writing to do so) on behalf of Clients;

 

§ a copy of any document created by Manulife Asset Management (US)that was material in making its voting decision or that memorializes the basis for such decision; and

 

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§ a copy of each written request from a client, and response to the client, for information on how Manulife Asset Management (US) clients’ proxies were voted.

 

Policy Administration

 

The Proxy Voting Policy shall be review and approved by the Chief Compliance Officer at least annually.

 

The Chief Compliance Officer shall make periodic reports to the SIPC covering the effectiveness of the Policy.

 

Policy Summary Edition: February 2011

 

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Allianz Global Investors Global Corporate Governance

Guidelines and Proxy Voting Policy

 

September 2013

 

 

 
 

 

Contents

 

Preamble     5  
             
Disclaimer     6  
             
Section 1: Board of Directors     7  
             
1.1   Composition and Structure of the Board     7  
1.1.1   Chairman and CEO     7  
1.1.2   Independence of the Board of Directors     7  
1.1.3   Competence and Experience of the Board     7  
1.1.4   Diversity of the Board     7  
1.1.5   Size of the Board     8  
1.1.6   Classified Boards     8  
1.1.7   Age Limits and Tenure Limits     8  
1.1.8   Board Committees     8  
1.1.9   Director Conflicts of Interest     8  
             
1.2   Election of Board of Directors     9  
1.2.1   Information on Directors     9  
1.2.2   Term of Directors’ Contract     10  
1.2.3   Attendance of Board and Committee Meetings     10  
1.2.4   Discharge of the Board     10  
1.2.5   Multiple Directorships     10  
1.2.6   Majority Voting for Directors     12  
1.2.7   Shareholders Access to Board of Directors     12  
1.2.8   Legal Indemnification of Board Members     12  
1.2.9   Proxy Contests     12  
1.2.10   Reimburse Proxy Solicitation Expenses     14  
             
Section 2: Remuneration and Benefits     15  
             
2.1   Executive and Director Compensation     15  
2.1.1   Compensation of Executive Directors and Senior Managers     15  
2.1.2   Performance Measurement and Disclosure of Performance Criteria and Achievement     15  
2.1.3   Compensation of Non-Executive Directors     16  
2.1.4   Remuneration Committee and “Say on Pay”     16  
2.1.5   Special Provisions     16  
             
2.2   Employee Remuneration     17  

 

 
 

 

Section 3: Audit     18  
             
3.1   Role of Audit     18  
3.2   Role of Audit Committee     18  
3.3   Independence of Auditors     18  
3.4   Remuneration of Auditors     18  
             
Section 4: Risk Management and Internal Control     19  
             
4.1   Role of Risk Management     19  
4.2   Risk Management Process     19  
4.3   Risk Management Documentation     19  
4.4   Risk Committee     19  
             
Section 5: Sustainability Issues     20  
         
Section 6: Capital Structure and Corporate Finance Issues     21  
             
6.1   Capital Increases     21  
6.1.1   Increase in Authorised Common Stock     21  
6.1.2   Issuance or Increase of Preferred Stock     21  
             
6.2   Issuance of Debt     23  
             
6.3   Issues Related to Mergers, Takeovers and Restructurings     23  
6.3.1   General Criteria for Mergers and Restructurings     23  
6.3.2   Poison Pill Plans     23  
6.3.3   Anti-Greenmail Provisions     23  
6.3.4   Fair Price Provisions     23  
6.3.5   Control Share Acquisition and Cash-Out Provisions     25  
6.3.6   Going Private/Going Dark Transactions     25  
6.3.7   Joint Ventures     27  
6.3.8   Liquidations     27  
6.3.9   Special Purpose Acquisition Corporations (SPACs)     27  

 

 
 

 

Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

6.4   Other Corporate Finance Issues     28  
6.4.1   Stock Splits and Reverse Stock Splits     28  
6.4.2   Share Repurchase Programs     28  
6.4.3   Dividend Policy     28  
6.4.4   Creating Classes with Different Voting Rights/Dual-Voting Share Class Structures     28  
6.4.5   Conversion of Securities     28  
6.4.6   Private Placements/Warrants/Convertible Debentures     29  
             
Section 7: Other Issues     31  
             
7.1   General Issues regarding Voting     31  
7.1.1   Bundled Proposals     31  
7.1.2   “Other Business” Proposals     31  
7.1.3   Simple Majority Voting/Elimination of Supermajority     31  
             
7.2   Miscellaneous     31  
7.2.1   Re-domiciliation     31  
7.2.2   Shareholder Right to Call Special Meeting/Act by Written Consent     31  
7.2.3   Disclosure and Transparency     31  
7.2.4   Proposals to Adjourn Meeting     32  
7.2.5   Amend Bylaws without Shareholder Consent     32  
7.2.6   Routine Agenda Items     32  
7.2.7   Succession Planning     32  

 

 
 

 

Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Preamble

 

The Global Corporate Governance Guidelines and Proxy Voting Policy are detailed as follows in the form of voting criteria, which provide a framework for analysis but are not necessarily applied systematically in the form of box-ticking. Their objective is to give a generally applicable answer for the all points, as well as indications to help each entity with regard to those voting criteria that need to be modified to reflect local corporate governance “Best Practice”. We will evaluate governance issues on a case-by-case basis, using the Global Corporate Governance Guidelines and Proxy Voting Policy but taking into account the variances across markets in regulatory and legal frameworks, best practices, actual market practices, and disclosure regimes (including, but not limited to, the UK Corporate Governance Code and the NAPF Corporate Governance Policy and Voting Guidelines, the ASX Corporate Governance Principles and Recommendations (Australia), the Dutch Corporate Governance Code, AFEP Corporate Governance Code of Listed Corporations (France), the German Corporate Governance Code, the Hong Kong Code on Corporate Governance, the Swedish Code of Corporate Governance, and the Swiss Code of Best Practice for Corporate Governance).

 

While the Global Corporate Governance Guidelines and Proxy Voting Policy often provide explicit guidance on how to vote proxies with regard to specific issues that appear on the ballot, they are not intended to be exhaustive. Rather, these guidelines are intended to address the most significant and frequent proxy issues that arise. Each proxy issue will be subject to rigorous analysis of the economic impact of that issue on the long-term share value. All votes shall be cast solely in the long-term interest of shareholders.

 

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Disclaimer

 

The Allianz Global Investors Corporate Governance Guidelines and Proxy Voting Policy represent a set of recommendations that were agreed upon by the Global Executive Committee. These Guidelines and Policy were developed to provide Allianz Global Investors entities with a comprehensive list of recommendations that provide guidance to each Allianz Global Investors entity in determining how to vote proxies for its clients. These guidelines allow each Allianz Global Investors entity the discretion to vote proxies in accordance with local laws, standards and client requirements, as appropriate, independently of influence either directly or indirectly by parent or affiliated companies.  The governance structures of each of the Allianz Global Investors legal entities allows that entity to execute proxy voting rights on behalf of clients independently of any Allianz Global Investors’ parent or affiliated company. The individuals that make proxy voting decisions are also free to act independently, subject to the normal and customary supervision by the management/boards of these legal entities and to our fiduciary duty to act in the best interests of our clients. These Guidelines and Policy represent the views and guidance of Allianz Global Investors as at the date of publication. They may be subject to change at any time. The Guidelines and Policy are for Allianz Global Investors internal guidance purposes only and are not intended to be relied upon by any third party.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Section 1: Board of Directors

 

1.1       Composition and Structure of the Board

 

1.1.1    Chairman and CEO

 

Allianz Global Investors believes that the roles of Chairman and Chief Executive Officer should be separate, as there should be a clearly accepted division of responsibility at the head of the company.

 

1.1.2    Independence of the Board of Directors

 

Allianz Global Investors believes that there should be a majority of independent directors on the board, as far as legal regulations do not impose constraints on the composition of the board by law. In markets where independence of directors is currently not standard market practice, Allianz Global Investors will encourage moves towards a more independent board.

 

Allianz Global Investors considers independence to be an important criterion when voting for board members but will take into account other factors as well, as described elsewhere in these guidelines.

 

Allianz Global Investors expects companies to appoint a senior independent director, who acts as a crucial conduit for shareholders to raise issues of particular concern.

 

While dealing with specific corporate structures, Allianz Global Investors also considers the following points:

 

§ State-owned companies: there should be a sufficient number of directors independent from the company and the government.
     
§ Subsidiary of multinational organisations: there should be a sufficient number of directors independent from the group.
     
§ Family-controlled companies should provide sufficient information, which makes the relationship of non-dependent directors to the family more transparent.

 

1.1.3    Competence and Experience of the Board

 

The board should have a requisite balance of special skills, competence, experience, and knowledge of the company and of the industry the company is active in. This should enable the directors to discharge their duties and responsibilities in an effective way.

 

1.1.4    Diversity of the Board

 

While the board members’ independence, competence, skills and experience are of high importance, the board of directors is also encouraged to have a diversified representation in terms of education, age, nationality, gender, etc.

 

In this respect Allianz Global Investors generally votes in favour of requests for reports on the company’s efforts to diversify the board, unless the board composition is reasonably diversified in relation to companies of similar size and industry as well as local laws and practices.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

1.1.5        Size of the Board

 

Allianz Global Investors generally supports proposals requiring shareholder approval to fix or alter the size of the board. Allianz Global Investors supports boards of between four and 18 directors.

 

1.1.6        Classified Boards

 

Allianz Global Investors votes against the introduction of classified/staggered boards and supports efforts to declassify boards.

 

1.1.7        Age Limits and Tenure Limits

 

Allianz Global Investors generally does not support minimum or maximum age or tenure limits.

 

1.1.8        Board Committees

 

Allianz Global Investors believes that there should be three key committees specialising in audit, director nomination and compensation issues. Such committees constitute a critical component of corporate governance and contribute to the proper functioning of the board of directors.

 

The remuneration committee should be responsible for setting remuneration for all executive directors and the chairman.

 

In addition Allianz Global Investors strongly supports the establishment of a separate and independent risk committee responsible for supervision of risks within the company.

 

The members of these committees should in general be independent non-executive directors.

 

Any committee should have the authority to engage independent advisers where appropriate at the company’s expense.

 

1.1.9        Director Conflicts of Interest

 

Allianz Global Investors expects companies to have a process for identifying and managing conflicts of interest directors may have. Individual directors should seek to avoid situations where there might be an appearance of a conflict of interest. If a director has an interest in a matter under consideration by the board, then the director should recuse himself from those discussions.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

1.2           Election of Board of Directors

 

1.2.1        Information on Directors 

  

Allianz Global Investors expects companies to provide comprehensive and timely information on their directors, in order to be enabled to assess the value they provide. The company should also disclose the positions and mandates of the directors in the annual report.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

The disclosure should include but not limited to the biographical information, information on core competencies and qualifications, professional or other background, recent and current board and management mandates at other companies, factors affecting independence as well as board and committee meetings attendance.

 

The list of candidates should be available in a timely manner.

 

While Allianz Global Investors encourages the possibility to vote for each director individually, a bundled proposition on the election (or discharge) of the directors may be considered if Allianz Global Investors is satisfied with the performance of every director. Nevertheless, sufficient information should be provided, and all the directors should fulfil also other criteria, as mentioned in 1.2.4., in such a case.

 

1.2.2    Term of Directors’ Contract

 

For executive directors, long-term incentives are considered key. Overly short-term contracts may be counterproductive in this respect. Allianz Global Investors encourages instead that the contract terms state clear performance measurement criteria, while refraining from stipulating excessive severance packages.

 

For non-executive directors, Allianz Global Investors generally supports minimum contract terms of three years and maximum contract terms of five years with annual approval, except when local market practices differ. In markets where shorter or longer terms are industry standard, Allianz Global Investors will consider voting against directors with terms which substantially deviate from best practice in those markets.

 

1.2.3    Attendance of Board and Committee Meetings

 

Allianz Global Investors believes that all directors should be able to allocate sufficient time and effort to the company to discharge their responsibilities efficiently. Thus, the board members should attend at least 75% of board and – in cases where directors are board committee members - committee meetings.

 

Allianz Global Investors expects information about attendance of the board and committee meetings to be disclosed, and will support initiatives to in this sense in markets where it is not yet standard practice.

 

1.2.4    Discharge of the Board

 

Allianz Global Investors will consider the criteria on attendance, performance, competence etc. when voting on propositions to discharge the board.

 

Allianz Global Investors will vote against single directors or the whole board in cases of established fraud, misstatements of accounts and other illegal acts.

 

1.2.5    Multiple Directorships

 

Allianz Global Investors believes that directors should be able to allocate sufficient time to performing their duties as board members efficiently. Therefore, Allianz Global Investors

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

will question whether directors are able to perform their duties whilst already being members of other boards, membership on more than 6 of which is viewed as excessive if the director is not a CEO, and more than 3 of which is viewed as excessive if the director is a CEO.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

1.2.6        Majority Voting for Directors

 

Allianz Global Investors believes that one of the fundamental rights shareholders have is the power to elect or remove corporate directors. Allianz Global Investors generally believes that a majority voting standard is an appropriate mechanism to provide greater board accountability.

 

Based on our beliefs, Allianz Global Investors would in general vote in favour of proposals that would require the implementation of a majority voting standard for elections of directors in uncontested director elections.

 

There should be no provisions in place that hamper modifications to the composition of the board or impede the ability to adapt quickly to changing environments.

 

Allianz Global Investors would support cumulative voting in case it substantially enhances minority shareholders’ rights in a particular company and has the potential to add value.

 

1.2.7        Shareholders Access to Board of Directors

 

Shareholders should be able to nominate director candidates for the board.

 

1.2.8        Legal Indemnification of Board Members

 

Allianz Global Investors will consider voting against proposals that would limit or eliminate all liability for monetary damages, for directors and officers who violate the duty of care.

 

Allianz Global Investors would also consider voting against proposals that would expand indemnification to cover acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness.

 

If, however, a director was found to have acted in good faith and in a manner that he reasonably believed was in the best interest of the company, and if only the director’s legal expenses would be covered, Allianz Global Investors may consider voting for expanded coverage.

 

1.2.9        Proxy Contests

 

Proxy contests are among the most difficult and most crucial corporate governance decisions because an investor must attempt to determine which group is best suited to manage the company. Allianz Global Investors will vote case-by- case on proxy contests, considering the following factors:

 

§         Past performance relative to its peers;

 

§         Market in which fund invests;

 

§         Measures taken by the board to address the issues;

 

§         Past shareholder activism, board activity, and votes on related proposals;

 

§         Strategy of the incumbents versus the dissidents;

 

§         Independence of directors;

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

§         Experience and skills of director candidates;

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

§         Governance profile of the company;

 

§         Evidence of management entrenchment.

 

1.2.10  Reimburse Proxy Solicitation Expenses

 

Allianz Global Investors will vote case-by-case on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, Allianz Global Investors will support the reimbursement of all appropriate proxy solicitation expenses associated with the election.

 

Allianz Global Investors will generally support shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:

 

§         The election of fewer than 50% of the directors to be elected is contested in the election;

 

§         One or more of the dissident’s candidates is elected;

 

§         Shareholders are not permitted to cumulate their votes for directors; and

 

§         The election occurred, and the expenses were incurred, after the adoption of this bylaw.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Section 2: Remuneration and Benefits

 

2.1          Executive and Director Compensation

 

2.1.1       Compensation of Executive Directors and Senior Managers

 

Compensation should contain both a short-term and long-term element, which fully aligns the executive with shareholders and where superior awards can only be achieved by attaining truly superior performance.

 

Allianz Global Investors believes that executive directors should be encouraged to receive a certain percentage of their salary in form of company stock. Therefore Allianz Global Investors would generally support the use of reasonably designed stock-related compensation plans, including appropriate deferrals.

 

Each director’s share option schemes should be clearly explained and fully disclosed (including exercise prices, expiry dates and the market price of the shares at the date of exercise) to both shareholders and participants, and should be subject to shareholder approval. They should also take into account appropriate levels of dilution. Overall, share options plans should be structured in a way to reward above-median performance.

 

Allianz Global Investors would generally vote against equity award plans or amendments that are too dilutive and expensive to existing shareholders, may be materially altered (cancellation and re-issue, re-testing and especially re-pricing of options, or the backdating of options) without shareholder approval, allow management significant discretion in granting certain awards, or are otherwise inconsistent with the interests of shareholders.

 

2.1.2       Performance Measurement and Disclosure of Performance Criteria and Achievement

 

Allianz Global Investors reserves the right to vote against boards or individual directors if performance has been significantly unsatisfactory for a prolonged time.

 

For performance measurement different criteria should be taken into consideration:

 

§ The management goals should be linked to the mid- and long-term goals of the company.

 

§ It is not sensible to define companies’ performance by only one dimension or key indicator (such as EPS). Therefore, a healthy mixture of various indicators should be considered.

 

§ A very important criterion is the sustainability of companies’ performance. Social, environmental and governance issues should be integrated into the companies’ performance measurement to the degree possible.

 

§ Performance measurement should incorporate risk considerations so that there are no rewards for taking inappropriate risks at the expense of the company and its shareholders.

 

§ Performance should be measured over timescales which are sufficient to determine that value has in fact been added for the company and its shareholders.

 

The performance criteria used by the companies as well as their achievement should be disclosed to the shareholders.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

2.1.3    Compensation of Non-Executive Directors

 

Allianz Global Investors believes that compensation for non-executive directors should be structured in a way which aligns their interests with the long-term interests of the shareholders, does not compromise their independence from management or from controlling shareholders of the company and does not encourage excessive risk-taking behaviour.

 

In particular the following elements should be taken into account:

 

§ Compensation should be in line with industry practice, with no performance link.

 

§ The amount of time and effort that the directors can invest in the company, given other directorships they may have.

 

2.1.4    Remuneration Committee and “Say on Pay”

 

Any remuneration policy should be determined by independent remuneration committees, be transparent and fully disclosed (to shareholders for every executive and non-executive director) in a separate Remuneration Report within the Annual Report. In markets for which proposals to approve the company’s remuneration policy or the company’s Remuneration Report, Allianz Global Investors will evaluate such proposals on a case-by-case basis, taking into account RCM’s approach to executive and non-executive director compensation as described elsewhere in these guidelines.

 

In the US market, the Dodd-Frank Act requires advisory votes on pay (MSOP), and requires that the proxy for the first annual or other meeting of the shareholders occurring after the enactment includes vote item to determine going forward, the frequency of the say-on-pay vote by shareholders to approve compensation.

 

Allianz Global Investors will support annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies’ executive pay programs.

 

Allianz Global Investors encourages companies to increase transparency in this respect, and furthermore in general supports moves to empower shareholders with regard to having a say on the remuneration policy.

 

Allianz Global Investors pays close attention to perquisites, including pension arrangements, and will vote against them if deemed excessive.

 

2.1.5    Special Provisions

 

Special provisions whereby additional payment becomes due in the event of a change of control are an inappropriate use of shareholder funds and should be discouraged.

 

Transaction bonuses, executive severance agreements, poison pills or other retrospective ex-gratia payments should be subject to shareholder approval and should not be excessive.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Allianz Global Investors believes that clawbacks should be used in order to better align long-term incentives of executive directors with the interests of the shareholders.

 

Allianz Global Investors also:

 

§ Votes against retirement benefits for non-executive directors.

 

§ Believes that severance pay should not exceed one year’s fixed salary or two years if the executive is dismissed during his first term of office.

 

2.2           Employee Remuneration

 

Remuneration structures and frameworks for the employees should reinforce the corporate culture and foster above-average performance.

 

Performance measurement for staff remuneration should incorporate risk considerations to ensure that there are no rewards for taking inappropriate risks at the expense of the company and its shareholders.

 

Allianz Global Investors will consider voting against stock purchase plans with discounts exceeding 15%. Allianz Global Investors will also vote against share issues to employees which appear to excessively dilute existing shareholder capital.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Section 3: Audit

 

3.1      Role of Audit

 

Allianz Global Investors recognizes the critical importance of financial statements which provide a complete and precise picture of a company’s financial status.

 

Allianz Global Investors would generally support the audit committee to scrutinize auditor fees and the independence of the audit function.

 

3.2       Role of Audit Committee

 

Allianz Global Investors believes that the most important responsibilities of the Audit Committee are:

 

§ Assuring itself and shareholders of the quality of the audit carried out by the auditors as well as reviewing and monitoring their independence and objectivity.

 

§ Approval of the remuneration and terms of engagement of external auditors.

 

§ Reviewing and monitoring key auditing and accounting decisions.

 

§ Making recommendations to the board for consideration and acceptance by shareholders, in relation to the appointment, reappointment and, if necessary, the removal of the external auditors.

 

The board should disclose and explain the main role and responsibilities of the audit committee and the process by which the audit committee reviews and monitors the independence of the external auditors.

 

3.3       Independence of Auditors

 

Allianz Global Investors believes that annual audits should be carried out by an independent, external audit firm. The audit committee should have ongoing dialogue with the external audit firm without presence of management. Any resignation of an auditor as well as the reasons for such resignation should be publicly disclosed.

 

Fees paid for consulting and other services should not exceed fees paid for auditing services.

 

3.4       Remuneration of Auditors

 

Companies should be encouraged to delineate clearly between audit and non-audit fees. The breakdown of the fees should be disclosed.

 

Audit committees should keep under review the non-audit fees paid to the auditor and in relation to the com- pany’s total expenditure on consultancy. Audit fees should never be excessive.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Section 4: Risk Management and Internal Control

 

4.1          Role of Risk Management

 

Allianz Global Investors believes that boards with high standards of corporate governance will be better able to make sound strategic decisions and to oversee the approach to risk management. Boards need to understand and ensure that proper risk management is put in place for all material and relevant risks that the company faces.

 

4.2          Risk Management Process

 

The board has the responsibility to ensure that the company has implemented an effective and dynamic ongoing process to identify risks, measure their potential outcomes, and proactively manage those risks to the extent appropriate.

 

The Chief Risk Officer should be a member of the main Board.

 

4.3           Risk Management Documentation

 

Companies should maintain a documented risk management plan. The board should approve the risk management plan, which it is then the responsibility of management to implement. Risk identification should adopt a broad approach and not be limited to financial reporting; this will require consideration of relevant financial, operational and reputational risks.

 

Allianz Global Investors in general supports proposals which require the board to conduct a review of the effectiveness of the company’s risk management and internal control systems and the risk management plan at least annually.

 

4.4          Risk Committee

 

Allianz Global Investors strongly supports the establishment of a risk committee responsible for supervision of risks within the company. If necessary the board or the risk committee should seek independent external support to supplement internal resources.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Section 5: Sustainability Issues

 

Allianz Global Investors customarily reviews shareholder proposals concerning sustainability issues. Consideration should be given to the circumstances of a particular environment, social, governance or ethical issue and whether this may have financial consequences, either directly or indirectly for the company.

 

In these cases, Allianz Global Investors would consider:

 

§ whether adoption of the proposal would have either a positive or negative impact on the company’s short-term or long-term share value;

 

§ whether the company has already responded in some appropriate manner to the request embodied in the proposal;

 

§ what other companies have done in response to the issue in question.

 

Allianz Global Investors generally supports proposals that encourage increased transparency on forward- looking and strategy- related sustainability issues deemed material to the financial performance of the company.

 

Allianz Global Investors can leverage its dedicated Sustainability Research team to formulate coherent and insightful opinions reflecting best practice for all industries globally, guided by national and international law and voluntary codes of good practice developed by authoritative bodies.

 

As a signatory to the UN Principles for Responsible Investment (UN PRI), Allianz Global Investors is committed where appropriate, to actively implementing the principles into its voting activities.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Section 6: Capital Structure and Corporate Finance Issues

 

6.1          Capital Increases

 

6.1.1        Increase in Authorised Common Stock

 

Allianz Global Investors in general considers acceptable capital increases for purposes which aim to increase shareholder value in the long term. Any capital increase should take into consideration appropriate levels of dilution.

 

Allianz Global Investors regards the protection of minority and existing shareholders as a fundamental task for companies, and generally favours pre-emptive rights – i.e. for any new issue of shares to be first offered to existing shareholders. For companies in markets which have conditional capital systems (e.g. Germany, South Africa, etc.) Allianz Global Investors will in general support non-specific capital increases (i.e. not tied to any particular transaction) with pre-emptive rights to a maximum of 100% of the current authorised capital. Capital increases without pre-emptive rights will in general be accepted to a maximum of 20% of the current authorised capital. Only in exceptional circumstances will Allianz Global Investors consider voting for higher ceilings.

 

However, given wide variations of local market practices, Allianz Global Investors will support lower ceilings in markets where they are industry standard (e.g. in the UK, where NAPF guidelines stipulate an amount for share issuances with pre-emptive rights no more than 33% of the current issued share capital that could be used under the general issuance and no more than an additional 33% pursuant to a rights issue, and for share issuances without pre- emptive rights up to a maximum of 5% of the current issued share capital).

 

An issuance period for a capital increase is favoured to be limited to a reasonable amount of time in line with local market practice, but normally not longer than 18 months.

 

For companies in markets which have authorized capital systems (e.g. US, Brazil, etc.), Allianz Global Investors will in general support proposals to increase authorized capital up to 100% over the current authorization unless the increase would leave the company with less than 30% of its new authorization outstanding.

 

6.1.2        Issuance or Increase of Preferred Stock

 

Allianz Global Investors generally votes against issuance of securities conferring special rights conflicting with the principle of “one share, one vote” (e.g. preferred shares).

 

Allianz Global Investors will in general support the issuance or the increase of preferred stock if its conditions are clearly defined (in terms of voting, dividend and conversion possibility, as well as other rights and terms associated with the stock) and are considered reasonable with a view of the overall capital structure of the firm, as well as with previously issued preferred stock.

 

Allianz Global Investors will in this respect also consider the impact of issuance/increase of preferred stock on the current and future rights of common shareholders.

 

Allianz Global Investors will generally oppose “blank check” preferred stock where the conditions are left at the discretion of the board, in particular when no clear statement is provided by the board that the preferred stock will not be used to prevent a takeover. Allianz

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Global Investors will only approve preferred stock deemed reasonable in light of the overall capital structure of the company, as well as previously issued preferred stock.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

6.2       Issuance of Debt

 

Allianz Global Investors is in favour of proposals that enhance a company’s long-term prospects and do not result in the company reaching unacceptable levels of financial leverage. Allianz Global Investors is in favour that shareholders should be consulted on the significant issuance of debt and the raising of borrowing limits.

 

When convertible debt is to be issued, Allianz Global Investors will analyse such a proposal also in light of its criteria to approve issuance of common shares.

 

6.3       Issues Related to Mergers, Takeovers and Restructurings

 

6.3.1    General Criteria for Mergers and Restructurings

 

A merger, restructuring, or spin-off in some way affects a change in control of the company`s assets. Allianz Global Investors expects companies to provide sufficient information to be able to evaluate the merits of such transactions considering various factors such as valuation, strategic rationale, conflicts of interest and corporate governance. Allianz Global Investors expects significant changes in the structure of a company to be approved by the shareholders

 

Allianz Global Investors may support a merger or restructuring where the transaction appears to offer fair value and the shareholders presumably cannot realise greater value through other means, where equal treatment of all shareholders is ensured and where the corporate governance profile is not significantly altered for the worse.

 

6.3.2    Poison Pill Plans

 

In general, Allianz Global Investors will not support Poison Pill plans and similar anti-takeover measures. Allianz Global Investors is clearly in favour of putting all poison pill plans to shareholder vote.

 

6.3.3    Anti-Greenmail Provisions

 

Greenmail is the practise of buying shares owned by a corporate raider back at a premium to the market price. Allianz Global Investors will generally support anti-greenmail provisions that do not include other anti-takeover provisions. Allianz Global Investors believes that paying greenmail in favour of a corporate raider discriminates against other shareholders.

 

6.3.4    Fair Price Provisions

 

Allianz Global Investors will generally favour fair price provisions that protect minority shareholders and that are not merely designed for the purpose of imposing barriers to transactions.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Allianz Global Investors will vote against “standard fair price provisions” that are from RCM’s view marginally favourable to the remaining disinterested shareholders.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Allianz Global Investors will vote against fair price provisions if the shareholder vote requirement imbedded in the provision is greater than a majority of disinterested shares.

 

Allianz Global Investors will vote for shareholder proposals to lower the shareholder vote requirement embedded in existing fair price provisions.

 

6.3.5       Control Share Acquisition and Cash-Out Provisions

 

Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.

 

Allianz Global Investors will support proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders. Allianz Global Investors will oppose proposals to amend the charter to include control share acquisition provisions. Allianz Global Investors will support proposals to restore voting rights to the control shares.

 

Control share cash-out statutes give dissident shareholders the right to “cash-out” of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.

 

Allianz Global Investors will generally support proposals to opt out of control share cash-out statutes.

 

6.3.6        Going Private/Going Dark Transactions

 

Allianz Global Investors will vote case-by-case on going private transactions, taking into account the following:

 

§         Offer price/premium;

 

§         Fairness opinion;

 

§         How the deal was negotiated;

 

§         Conflicts of interest;

 

§         Other alternatives/offers considered; and

 

§         Non-completion risk.

 

Allianz Global Investors will vote case-by-case on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:

 

§ Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock);

 

§ Balanced interests of continuing vs. cashed-out shareholders, taking into account the following:

 

-       Are all shareholders able to participate in the transaction?

 

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-       Will there be a liquid market for remaining shareholders following the transaction?

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

-        Does the company have strong corporate governance?

-       Will insiders reap the gains of control following the proposed transaction?

-       Does the state of incorporation have laws requiring continued reporting that may benefit shareholders?

 

6.3.7    Joint Ventures

 

When voting on proposals to form joint ventures, Allianz Global Investors will consider the following factors:

 

§         Percentage of assets/business contributed;

 

§         Percentage ownership;

 

§         Financial and strategic benefits;

 

§         Governance structure;

 

§         Conflicts of interest;

 

§         Other alternatives; and

 

§         Non-completion risk.

 

6.3.8    Liquidations

 

Allianz Global Investors will consider liquidations on a case-by-case basis, taking into account the following:

 

§         Management’s efforts to pursue other alternatives;

 

§        Appraisal value of assets; and

 

§         The compensation plan for executives managing the liquidation.

 

Allianz Global Investors will support the liquidation if the company will file for bankruptcy if the proposal is not approved.

 

6.3.9    Special Purpose Acquisition Corporations (SPACs)

 

Allianz Global Investors will consider SPAC mergers and acquisitions on a case-by-case basis taking into account the following:

 

§ Valuation – Is the value being paid by the SPAC reasonable?

 

§ Market reaction – How has the market responded to the proposed deal?

 

§ Deal timing – A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated.

 

§ Negotiations and process – What was the process undertaken to identify potential target companies within specified industry or location specified in charter?

 

§ Conflicts of interest – How are sponsors benefiting from the transaction compared to IPO shareholders?

 

Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80% rule (the charter requires that the fair market value of the target is at least equal to 80% of net assets of

the SPAC).

 

§ Voting agreements – Are the sponsors entering into enter into any voting agreements/ tender offers with shareholders who are likely to vote against the proposed merger or exercise conversion rights?

 

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6.4          Other Corporate Finance Issues

 

6.4.1        Stock Splits and Reverse Stock Splits

 

In general Allianz Global Investors will support stock splits.

 

Regarding reverse stock splits, Allianz Global Investors will support them in case their purpose is to fulfil a minimum stock exchange listing requirement.

 

6.4.2       Share Repurchase Programs

 

Allianz Global Investors will approve share repurchase programs when they are in the best interest of the shareholders, when all shareholders can participate on equal terms in the buyback program and where Allianz Global Investors agrees that the company cannot use the cash in a more useful way.

 

Allianz Global Investors will also view such programs in conjunction with the company’s dividend policy.

 

6.4.3        Dividend Policy

 

Allianz Global Investors believes that the proposed dividend payments should be disclosed in advance to shareholders and be put to a vote.

 

6.4.4       Creating Classes with Different Voting Rights/Dual-Voting Share Class Structures

 

Allianz Global Investors will in general support the principle “one-share, one-vote” as unequal voting rights allow for voting power to potentially be concentrated in the hands of a limited number of shareholders.

 

Therefore, Allianz Global Investors will normally favour a conversion to a “one-share, one-vote” capital structure and will in principle not support the introduction of multiple-class capital structures or the creation of new or additional super-voting shares.

 

6.4.5       Conversion of Securities

 

Allianz Global Investors will vote case-by-case on proposals regarding conversion of securities. When evaluating these proposals the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.

 

Allianz Global Investors will support the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

6.4.6        Private Placements/Warrants/Convertible Debentures

  

Allianz Global Investors will consider proposals regarding private placements, warrants, and convertible debentures on a case-by- case basis, taking into consideration:

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

§ Dilution to existing shareholders’ position;.

 

§ Terms of the offer (discount/premium in purchase price to investor, including any fairness opinion, conversion features, termination penalties, exit strategy);

 

§ Financial issues (the company’s financial condition, degree of need for capital, use of proceeds, effect of the financing on the company’s cost of capital, current and proposed cash burn rate, going concern viability, and the state of the capital and credit markets);

 

§ Management’s efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives;

 

§ Control issues (potential change in management/board seats, change in control, standstill provisions, voting agreements, veto power over certain corporate actions, and minority versus majority ownership and corresponding minority discount or majority control premium);

 

§ Conflicts of interest (as viewed from the perspective of the company and the investor), considering whether the terms of the transaction were negotiated at arm’s length, and whether managerial incentives are aligned with shareholder interests;

 

§ Market reaction – How has the market responded to the proposed deal?

 

Allianz Global Investors will support the private placement or the issuance of warrants and/or convertible debentures in a private placement, if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

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Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy

 

Section 7: Other Issues

 

7.1          General Issues regarding Voting

 

7.1.1        Bundled Proposals

 

Allianz Global Investors in general favours voting on individual issues and therefore votes against bundled resolutions.

 

Agenda items at shareholder meetings should be presented in such a way that they can be voted upon clearly, distinctly and unambiguously.

 

7.1.2        “Other Business” Proposals

 

Allianz Global Investors in general opposes “Other Business” proposals unless there is full and clear information about the exact nature of the business to be voted on.

 

7.1.3        Simple Majority Voting/Elimination of Supermajority

 

Allianz Global Investors in general supports simple majority voting and the elimination of supermajority. In certain cases, Allianz Global Investors may consider favouring supermajority in cases where it protects minority shareholders from dominant large shareholders.

 

7.2          Miscellaneous

 

7.2.1       Re-domiciliation

 

Allianz Global Investors will oppose re-domiciliation if the reason is to take advantage of a protective status and if the change will incur a significant loss of shareholder power.

 

7.2.2       Shareholder Right to Call Special Meeting/Act by Written Consent

 

Allianz Global Investors believes that companies should enable holders of a specified portion of its outstanding shares or a specified number of shareholders to call a meeting of shareholders for the purpose of transacting the legitimate business of the company. While it is appropriate to limit abuses, these hurdles should nevertheless be low enough to enable appropriate accountability of the company to its shareholders. Shareholders should be enabled to work together to make such a proposal.

 

7.2.3        Disclosure and Transparency

 

Allianz Global Investors believes that companies should apply high standards of disclosure and transparency. In this regards, Allianz Global Investors shows a preference for:

 

§         at least half-year or full-year reports;

 

§          adherence to consistent internationally accepted financial standards;

 

§         availability of financial information and investor communication in a Business English translation;

 

§         personal accessibility and availability of top management for investors;

 

§         preparation of two reports (simplified and detailed versions) in at least two commonly used languages;

 

§         a guide to reading financial statements and clear explanations of proposed resolutions;

 

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§         publication of documents on the Internet;

 

§         mandatory presence of directors at general meetings;

 

§         video link for shareholders not physically present;

 

§          adoption of electronic voting;

 

§         standardisation of voting forms.

 

7.2.4    Proposals to Adjourn Meeting

 

Allianz Global Investors will generally oppose proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal.

 

However, Allianz Global Investors will support proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction.

 

7.2.5    Amend Bylaws without Shareholder Consent

 

Providing the board with the sole ability to amend a company’s bylaws could serve as an entrenchment mechanism and could limit shareholder rights. As such, Allianz Global Investors will oppose proposals giving the board exclusive authority to amend the bylaws. However, Allianz Global Investors will support proposals giving the board the ability to amend the bylaws in addition to shareholders.

 

7.2.6    Routine Agenda Items

 

Many routine proposals are operational issues of a non-controversial nature. The list of operational issues includes, but is not limited to: changing date, time, or location of the annual meeting; amending quorum requirements; amending minor bylaws; approving financial results, director reports, and auditor reports; approving allocation of income; changing the company’s fiscal term; and lowering disclosure threshold for stock ownership.

 

While these proposals are considered to be routine, they are not inconsequential. Fiduciaries remain charged with casting their votes, so these proposals must be evaluated on a case-by-case basis, taking into account shareholders’ rights and the potential economic benefits that would be derived from implementation of the proposal.

 

7.2.7    Succession Planning

 

All companies should have succession planning policies and succession plans in place, and boards should periodically review and update them. Guidelines for disclosure of a company’s succession planning process should balance the board’s interest in keeping business strategies confidential with shareholders’ interests in ensuring that the board is performing its planning duties adequately.

 

Allianz Global Investors will generally support proposals seeking disclosure on a CEO succession planning policy, considering at a minimum, the following factors:

 

§         The reasonableness/scope of the request; and

 

§          The company’s existing disclosure on its current CEO succession planning process

 

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Declaration Management & Research LLC

 

Proxy Voting Policy and Procedures

 

Declaration Management & Research LLC ("Declaration") is a fixed income manager and the securities we purchase for client accounts are predominantly fixed income securities. Accordingly, we are seldom if ever called upon to vote equity securities on our clients' behalf. However, in the event we were granted the discretion to vote proxies for a client's account and an occasion arose where an equity security needed to be voted, we would follow the following proxy voting policy in carrying out our responsibilities to that client.

 

I. General Principles

 

In order to set a framework within which proxy questions should be considered and voted, the following general principles should be applied:

 

1) As a fiduciary under ERISA or otherwise, the discretion to vote proxies for a client's account should be exercised keeping in mind a fiduciary’s duty to use its best efforts to preserve or enhance the value of the client’s account. We should vote on proxy questions with the goal of fostering the interests of the client (or the participants and beneficiaries in the case of an ERISA account).

 

2) Proxy questions should be considered within the individual circumstances of the issuer. It is possible that individual circumstances might mean that a given proxy question could be voted differently than what is generally done in other cases.

 

3) If a proxy question clearly has the capability of affecting the economic value of the issuer's stock, the question should be voted in a way that attempts to preserve, or give the opportunity for enhancement of, the stock’s economic value.

 

4) In certain circumstances, even though a proposal might appear to be beneficial or detrimental in the short term, our analysis will conclude that over the long term greater value may be realized by voting in a different manner.

 

5) It is our policy that when we are given authority to vote proxies for a client’s account, we must be authorized to vote all proxies for the account in our discretion. We do not accept partial voting authority nor do we accept instructions from clients on how to vote on specific issues, except in the case of registered investment companies. Clients may wish to retain proxy voting authority and vote their own proxies if necessary in order to satisfy their individual social, environmental or other goals.

 

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Since we cannot currently anticipate circumstances in which Declaration would be called upon to vote an equity security for a client's account, it is difficult to specify in advance how we would vote on particular questions. For routine matters, we would expect to vote in accordance with the recommendation of the issuer's management. For all other matters, we would decide how to vote on a case-by-case basis considering the relevant circumstances of the issuer.

 

We will from time to time review this proxy voting policy and procedures and may adopt changes from time to time.  Clients may contact our Compliance Office, by calling 703-749-8200 or via e-mail at compliance@declaration.com to obtain a record of how we voted the proxies for their account.

 

II.   Process

 

At Declaration, the investment research analysts are responsible for performing research on the companies in which we invest.  The same analysts would be responsible for decisions regarding proxy voting, as they would be the most familiar with company-specific issues.  Portfolio managers may also provide input when appropriate.  Proxy voting mechanics are the responsibility of the analyst.  

 

We may abstain from voting a client proxy if we conclude that the effect on the client’s economic interests or the value of the portfolio holding is indeterminable or insignificant.  We may also abstain from voting a client proxy for cost reasons (e.g., costs associated with voting proxies of non-U.S. securities).  In accordance with our fiduciary duties, we would weigh the costs and benefits of voting proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent.  Our decision would take into account the effect that the vote of our client, either by itself or together with other votes, was expected to have on the value of our client’s investment and whether this expected effect would outweigh the cost of voting.  

 

We will maintain the records required to be maintained by us with respect to proxies in accordance with the requirements of the Investment Advisers Act of 1940 and, with respect to our registered investment company clients, the Investment Company Act of 1940.  We may, but need not, maintain proxy statements that we receive regarding client securities to the extent that such proxy statements are available on the SEC’s Edgar system.  We may also rely upon a third party to maintain certain records required to be maintained by the Advisors Act or the Investment Company Act.  

 

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III.   Conflicts of Interest

  

We manage the assets of various public and private company clients, and may invest in the securities of certain of these companies on behalf of our clients.  As noted above, we invest principally in fixed income securities with respect to which proxies are not required to be voted.  However, in the event we were to be granted the discretion to vote proxies by a client, and an equity security were to be held in that client’s portfolio with respect to which a vote was required; we would be responsible for voting proxies for that security.  We recognize that the potential for conflicts of interest could arise in situations where we have discretion to vote client proxies and where we have material business relationships 1 or material personal/family relationships 2 with an issuer (or with a potential target or acquirer, in the case of a proxy vote in connection with a takeover).  To address these potential conflicts we have established a Proxy Voting Committee (the “Committee”).  The Committee consists of the President, the Executive Vice President – Director of Portfolio Management and the Chief Compliance Officer.  The Committee will use reasonable efforts to determine whether a potential conflict may exist, including screening proxies against a list of clients with whom we have a material business relationship.  However, a potential conflict shall be deemed to exist only if one or more of the members of the Committee actually know of the potential conflict.  The Committee will work with the analyst assigned to the specific security to oversee the proxy voting process for securities where we believe we may have potential conflicts.

 

The Committee will meet to decide how to vote the proxy of any security with respect to which we have identified a potential conflict.  The Committee will consider the analyst’s recommendation, make a decision on how to vote the proxy and document the Committee’s rationale for its decision.

 

Declaration is an indirect wholly owned subsidiary of Manulife Financial Corporation (“MFC”), a public company.  It is our general policy not to acquire or hold MFC stock on behalf of our clients. However, in the event that a client were to hold MFC stock in a portfolio which we managed, and we were responsible for voting a MFC proxy on behalf of the client, the Committee would decide how to vote the MFC proxy in a manner that it believes will maximize shareholder value.  The Committee will document the rationale for its decision.

 

It is Declaration’s policy not to accept any input from any other person or entity, including its affiliates, when voting proxies for any security.  In the event that a Declaration employee was contacted by any affiliate or any other person or entity, other than by means of standard materials available to all shareholders, with a recommendation on how to vote a specific

 

 

1 For purposes of this proxy voting policy, a “material business relationship” is considered to arise in the event a client has contributed more than 5% of Declaration’s annual revenues for the most recent fiscal year or is reasonably expected to contribute this amount for the current fiscal year.  

 

2 For purposes of this proxy voting policy, a “material personal/family relationship” is one that would be reasonably likely to influence how we vote proxies.  To identify any such relationships, the Proxy Voting Committee will in connection with each proxy vote obtain information about (1) personal and/or family relationships between any Declaration employee involved in the proxy vote (e.g., analyst, portfolio manager and/or members of the Proxy Voting Committee, as applicable), and directors or senior executives of the issuer, and (ii) personal and/or immediate family investments of such employees in issuers which exceed 5% of the outstanding stock of the issuer.  

 

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proxy, the event would be reported to the Chief Compliance Officer and would be documented.  The Committee would then decide how to vote the proxy in question and would document the rationale for its decision.

 

If there is controversy or uncertainty about how any particular proxy question should be voted, or if an analyst or a Committee member believes that he or she has been pressured to vote in a certain way, he or she will consult with the Committee or with the Chief Compliance Officer and a decision will be made whether to refer the proxy to the Committee for voting.  Final decisions on proxy voting will ultimately be made with the goal of enhancing the value of our clients’ investments.  

 

Adopted 07/03

Revised 09/04

Revised 04/08

Revised 12/10

 

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Deutsche Bank

Compliance

   
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Attachment A – Global Proxy Voting Guidelines

 

Deutsche Asset Management

 

Global Proxy Voting Guidelines

 

As Amended January 2013

 

 

 
 

 

Deutsche Bank

Compliance

   
Proxy Voting Policy and Guidelines - DeAM  
   

 

Table of contents

 

Board Of Directors And Executives 5
   
Election Of Directors 5
   
Classified Boards Of Directors 5
   
Board And Committee Independence 5
   
Liability And Indemnification Of Directors 6
   
Qualifications Of Directors 6
   
Removal Of Directors And Filling Of Vacancies 7
   
Proposals To Fix The Size Of The Board 7
   
H  Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards 7
   
I  Proposals to Restrict Supervisory Board Members Service on Multiple Boards 7
   
J  Proposals to Establish Audit Committees 8
   
Capital Structure 8
   
Authorization Of Additional Shares 8
   
Authorization Of “Blank Check” Preferred Stock 8
   
Stock Splits/Reverse Stock Splits 9
   
Dual Class/Supervoting Stock 9
   
Large Block Issuance 9
   
Recapitalization Into A Single Class Of Stock 9
   
Share Repurchases 9
   
Reductions In Par Value 10
   
Corporate Governance Issues 10
   
Confidential Voting 10
   
Cumulative Voting 10
   
Supermajority Voting Requirements 11
   
Shareholder Right To Vote 11
   
Compensation 11

 

 
 

 

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Establishment of a Remuneration Committee 11
   
Executive And Director Stock Option Plans 12
   
Employee Stock Option/Purchase Plans 12
   
Golden Parachutes 13
   
Proposals To Limit Benefits Or Executive Compensation 13
   
Option Expensing 13
   
Management board election and motion 13
   
Remuneration (variable pay) 14
   
Long-term incentive plans 14
   
Shareholder Proposals Concerning “Pay For Superior Performance” 15
   
Executive Compesation Advisory 15
   
Advisory Votes on Executive Compensation 15
   
Frequency of Advisory Vote on Executive Compensation 15
   
Anti-Takeover Related Issues 16
   
Shareholder Rights Plans (“Poison Pills”) 16
   
Reincorporation 16
   
Fair-Price Proposals 16
   
Exemption From State Takeover Laws 16
   
Non-Financial Effects Of Takeover Bids 17
   
Mergers & Acquisitions 17
   
Environmental, Social & Governance Issues 17
   
Principles for Responsible Investment (“PRI”) 17
   
ESG Issues 18
   
 Labor & Human Rights 18
   
 Diversity & Equality 18
   
Health & Safety 18
   
Government/Military 19
   
Tobacco 19

 

 
 

 

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Compliance

   
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Miscellaneous Items 19
   
Ratification Of Auditors 19
   
Limitation Of Non-Audit Services Provided By Independent Auditor 20
   
Audit Firm Rotation 20
   
Transaction Of Other Business 20
   
Motions To Adjourn The Meeting 20
   
Bundled Proposals 21
   
Change Of Company Name 21
   
Proposals Related To The Annual Meeting 21
   
Reimbursement Of Expenses Incurred From Candidate Nomination 21
   
Investment Company Proxies 21
   
International Proxy Voting 22

 

 
 

 

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Compliance

   
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These Guidelines may reflect a voting position that differs from the actual practices of the public company (ies) within the Deutsche Bank organization or of the investment companies for which AM or an affiliate serves as investment adviser or sponsor.

 

NOTE: Because of the unique structure and regulatory scheme applicable to closed-end investment companies, the voting guidelines (particularly those related to governance issues) generally will be inapplicable to holdings of closed-end investment companies. As a result, determinations on the appropriate voting recommendation for closed-end investment company shares will be made on a case-by-case basis.

 

I. Board of Directors and Executives

 

A. Election of Directors

 

Routine: AM Policy is to vote “for” the uncontested election of directors. Votes for a director in an uncontested election will be withheld in cases where a director has shown an inability to perform his/her duties in the best interests of the shareholders.

 

Proxy contest: In a proxy contest involving election of directors, a case-by-case voting decision will be made based upon analysis of the issues involved and the merits of the incumbent and dissident slates of directors. AM will incorporate the decisions of a third party proxy research vendor, currently, Institutional Shareholder Services (“ISS”) subject to review by the Proxy Voting Sub-Committee (GPVSC) as set forth in the AM’s Proxy Voting Policies and Procedures.

 

Rationale: The large majority of corporate directors fulfill their fiduciary obligation and in most cases support for management’s nominees is warranted. As the issues relevant to a contested election differ in each instance, those cases must be addressed as they arise.

 

B. Classified Boards of Directors

 

AM policy is to vote against proposals to classify the board and for proposals to repeal classified boards and elect directors annually.

 

Rationale: Directors should be held accountable on an annual basis. By entrenching the incumbent board, a classified board may be used as an anti-takeover device to the detriment of the shareholders in a hostile take-over situation.

 

C. Board and Committee Independence

 

AM policy is to vote:

 

1. “For” proposals that require that a certain percentage (majority up to 66 2/3%) of members of a board of directors be comprised of independent or unaffiliated directors.

 

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Compliance

   
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2. “For” proposals that require all members of a company's compensation, audit, nominating, or other similar committees be comprised of independent or unaffiliated directors.

 

3. “Against” shareholder proposals to require the addition of special interest, or constituency, representatives to boards of directors.

 

4. “For” separation of the Chairman and CEO positions.

 

5. “Against” proposals that require a company to appoint a Chairman who is an independent director.

 

Rationale: Board independence is a cornerstone of effective governance and accountability. A board that is sufficiently independent from management assures that shareholders' interests are adequately represented. However, the Chairman of the board must have sufficient involvement in and experience with the operations of the company to perform the functions required of that position and lead the company.

 

No director qualifies as 'independent' unless the board of directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

 

Whether a director is in fact not "independent" will depend on the laws and regulations of the primary market for the security and the exchanges, if any, on which the security trades.

 

D. Liability and Indemnification of Directors

 

AM policy is to vote “for” management proposals to limit directors' liability and to broaden the indemnification of directors, unless broader indemnification or limitations on directors' liability would effect shareholders' interests in pending litigation.

 

Rationale: While shareholders want directors and officers to be responsible for their actions, it is not in the best interests of the shareholders for them to be to risk averse. If the risk of personal liability is too great, companies may not be able to find capable directors willing to serve. We support expanding coverage only for actions taken in good faith and not for serious violations of fiduciary obligation or negligence.

 

E. Qualifications of Directors

 

AM policy is to follow management’s recommended vote on either management or shareholder proposals that set retirement ages for directors or require specific levels of stock ownership by directors.

 

Rationale: As a general rule, the board of directors, and not the shareholders, is most qualified to establish qualification policies.

 

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F. Removal of Directors and Filling of Vacancies

 

AM policy is to vote “against” proposals that include provisions that directors may be removed only for cause or proposals that include provisions that only continuing directors may fill board vacancies.

 

Rationale: Differing state statutes permit removal of directors with or without cause. Removal of directors for cause usually requires proof of self-dealing, fraud or misappropriation of corporate assets, limiting shareholders' ability to remove directors except under extreme circumstances. Removal without cause requires no such showing.

 

Allowing only incumbent directors to fill vacancies can serve as an anti-takeover device, precluding shareholders from filling the board until the next regular election.

 

G. Proposals to Fix the Size of the Board

 

AM policy is to vote:

 

1. “For” proposals to fix the size of the board unless: (a) no specific reason for the proposed change is given; or (b) the proposal is part of a package of takeover defenses.

 

2. “Against” proposals allowing management to fix the size of the board without shareholder approval.

 

Rationale: Absent danger of anti-takeover use, companies should be granted a reasonable amount of flexibility in fixing the size of its board.

 

H. Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards

 

AM policy is to vote “For” proposals to restrict a Chief Executive Officer from serving on more than three outside boards of directors.

 

Rationale: Chief Executive Officer must have sufficient time to ensure that shareholders’ interests are represented adequately.

 

Note: A director’s service on multiple closed-end fund boards within a fund complex are treated as service on a single Board for the purpose of the proxy voting guidelines.

 

I. Proposals to Restrict Supervisory Board Members Service on Multiple Boards (For FFT Securities)

 

AM policy is to vote “for” proposals to restrict a Supervisory Board Member from serving on more than five supervisory boards.

 

Rationale: We consider a strong, independent and knowledgeable supervisory board as important counter-balance to executive management to ensure that the interests of shareholders are fully reflected by the company.

 

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Full information should be disclosed in the annual reports and accounts to allow all shareholders to judge the success of the supervisory board controlling their company.

 

Supervisory Board Member must have sufficient time to ensure that shareholders’ interests are represented adequately.

 

Note: A director’s service on multiple closed-end fund boards within a fund complex are treated as service on a single Board for the purpose of the proxy voting guidelines.

 

J. Proposals to Establish Audit Committees (For FFT and U.S. Securities)

 

AM policy is to vote “for” proposals that require the establishment of audit committees.

 

Rationale: The audit committee should deal with accounting and risk management related questions, verifies the independence of the auditor with due regard to possible conflicts of interest. It also should determine the procedure of the audit process.

 

II. Capital Structure

 

A. Authorization of Additional Shares (For U.S. Securities)

 

AM policy is to vote “for” proposals to increase the authorization of existing classes of stock that do not exceed a 3:1 ratio of shares authorized to shares outstanding for a large cap company, and do not exceed a 4:1 ratio of shares authorized to shares outstanding for a small-midcap company (companies having a market capitalization under one billion U.S. dollars.).

 

Rationale: While companies need an adequate number of shares in order to carry on business, increases requested for general financial flexibility must be limited to protect shareholders from their potential use as an anti-takeover device. Requested increases for specifically designated, reasonable business purposes (stock split, merger, etc.) will be considered in light of those purposes and the number of shares required.

 

B. Authorization of “Blank Check” Preferred Stock (For U.S. Securities)

 

AM policy is to vote:

 

1. “Against” proposals to create blank check preferred stock or to increase the number of authorized shares of blank check preferred stock unless the company expressly states that the stock will not be used for anti-takeover purposes and will not be issued without shareholder approval.

 

2. “For” proposals mandating shareholder approval of blank check stock placement.

 

Rationale: Shareholders should be permitted to monitor the issuance of classes of preferred stock in which the board of directors is given unfettered discretion to set voting, dividend, conversion and other rights for the shares issued.

 

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C. Stock Splits/Reverse Stock Splits

 

AM policy is to vote “for” stock splits if a legitimate business purpose is set forth and the split is in the shareholders' best interests. A vote is cast “for” a reverse stock split only if the number of shares authorized is reduced in the same proportion as the reverse split or if the effective increase in authorized shares (relative to outstanding shares) complies with the proxy guidelines for common stock increases (see, Section II.A, above.)

 

Rationale: Generally, stock splits do not detrimentally effect shareholders. Reverse stock splits, however, may have the same result as an increase in authorized shares and should be analyzed accordingly.

 

D. Dual Class/Supervoting Stock

 

AM policy is to vote “against” proposals to create or authorize additional shares of super-voting stock or stock with unequal voting rights.

 

Rationale: The “one share, one vote” principal ensures that no shareholder maintains a voting interest exceeding their equity interest in the company.

 

E. Large Block Issuance (For U.S. Securities)

 

AM policy is to address large block issuances of stock on a case-by-case basis, incorporating the recommendation of an independent third party proxy research firm (currently ISS) subject to review by the GPVSC as set forth in AM’s Proxy Policies and Procedures.

 

Additionally, AM supports proposals requiring shareholder approval of large block issuances.

 

Rationale: Stock issuances must be reviewed in light of the business circumstances leading to the request and the potential impact on shareholder value.

 

F. Recapitalization into a Single Class of Stock

 

AM policy is to vote “for” recapitalization plans to provide for a single class of common stock, provided the terms are fair, with no class of stock being unduly disadvantaged.

 

Rationale: Consolidation of multiple classes of stock is a business decision that may be left to the board and/or management if there is no adverse effect on shareholders.

 

G. Share Repurchases

 

AM policy is to vote “for” share repurchase plans provided all shareholders are able to participate on equal terms.

 

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Rationale: Buybacks are generally considered beneficial to shareholders because they tend to increase returns to the remaining shareholders.

 

H. Reductions in Par Value

 

AM policy is to vote “for” proposals to reduce par value, provided a legitimate business purpose is stated (e.g., the reduction of corporate tax responsibility.)

 

Rationale: Usually, adjustments to par value are a routine financial decision with no substantial impact on shareholders.

 

III. Corporate Governance Issues

 

A. Confidential Voting

 

AM policy is to vote “for” proposals to provide for confidential voting and independent tabulation of voting results and to vote “against” proposals to repeal such provisions.

 

Rationale: Confidential voting protects the privacy rights of all shareholders. This is particularly important for employee-shareholders or shareholders with business or other affiliations with the company, who may be vulnerable to coercion or retaliation when opposing management. Confidential voting does not interfere with the ability of corporations to communicate with all shareholders, nor does it prohibit shareholders from making their views known directly to management.

 

B. Cumulative Voting (For U.S. Securities)

 

AM policy is to vote “against” shareholder proposals requesting cumulative voting and “for”management proposals to eliminate it. The protections afforded shareholders by cumulative voting are not necessary when a company has a history of good performance and does not have a concentrated ownership interest. Accordingly, a vote is cast “against” cumulative voting and “for” proposals to eliminate it if:

 

a) The company has a five year return on investment greater than the relevant industry index,

 

b) All directors and executive officers as a group beneficially own less than 10% of the outstanding stock, and

 

c) No shareholder (or voting block) beneficially owns 15% or more of the company.

 

Thus, failure of any one of the three criteria results in a vote for cumulative voting in accordance with the general policy.

 

Rationale: Cumulative voting is a tool that should be used to ensure that holders of a significant number of shares may have board representation; however, the presence of other safeguards may make their use unnecessary.

 

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C. Supermajority Voting Requirements

 

AM policy is to vote “against” management proposals to require a supermajority vote to amend the charter or bylaws and to vote “for” shareholder proposals to modify or rescind existing supermajority requirements.

 

*Exception made when company holds a controlling position and seeks to lower threshold to maintain control and/or make changes to corporate by-laws.

 

Rationale: Supermajority voting provisions violate the democratic principle that a simple majority should carry the vote. Setting supermajority requirements may make it difficult or impossible for shareholders to remove egregious by-law or charter provisions. Occasionally, a company with a significant insider held position might attempt to lower a supermajority threshold to make it easier for management to approve provisions that may be detrimental to shareholders. In that case, it may not be in the shareholders interests to lower the supermajority provision.

 

D. Shareholder Right to Vote

 

AM policy is to vote “against” proposals that restrict the right of shareholders to call special meetings, amend the bylaws, or act by written consent. Policy is to vote “for” proposals that remove such restrictions.

 

Rationale: Any reasonable means whereby shareholders can make their views known to management or effect the governance process should be supported.

 

IV. Compensation

 

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for approval. These plans typically award cash to executives based on company performance. Deutsche Bank believes that the responsibility for executive compensation decisions rest with the board of directors and/or the compensation committee, and its policy is not to second-guess the board’s award of cash compensation amounts to executives unless a particular award or series of awards is deemed excessive. If stock options are awarded as part of these bonus or incentive plans, the provisions must meet Deutsche Bank’s criteria regarding stock option plans, or similar stock-based incentive compensation schemes, as set forth below.

 

A. Establishment of a Remuneration Committee (For FFT Securities)

 

AM policy is to vote “for” proposals that require the establishment of a remuneration committee.

 

Rationale: Corporations should disclose in each annual report or proxy statement their policies on remuneration. Essential details regarding executive remuneration including share options, long-term incentive plans and bonuses, should be disclosed in the annual report, so that investors can judge whether corporate pay policies and practices meet the standard.

 

The remuneration committee shall not comprise any board members and should be sensitive to the wider scene on executive pay. It should ensure that performance-based elements of executive pay are designed to align the interests of shareholders.

 

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Compliance

   
Proxy Voting Policy and Guidelines - DeAM  
   

 

B. Executive and Director Stock Option Plans

 

AM policy is to vote “for” stock option plans that meet the following criteria:

 

(1) The resulting dilution of existing shares is less than (a) 15 percent of outstanding shares for large capital corporations or (b) 20 percent of outstanding shares for small-mid capital companies (companies having a market capitalization under one billion U.S. dollars.)

 

(2) The transfer of equity resulting from granting options at less than FMV is no greater than 3% of the over-all market capitalization of large capital corporations, or 5% of market cap for small-mid capital companies.

 

(3) The plan does not contain express repricing provisions and, in the absence of an express statement that options will not be repriced; the company does not have a history of repricing options.

 

(4) The plan does not grant options on super-voting stock.

 

AM will support performance-based option proposals as long as a) they do not mandate that all options granted by the company must be performance based, and b) only certain high-level executives are subject to receive the performance based options.

 

AM will support proposals to eliminate the payment of outside director pensions.

 

Rationale: Determining the cost to the company and to shareholders of stock-based incentive plans raises significant issues not encountered with cash-based compensation plans. These include the potential dilution of existing shareholders' voting power, the transfer of equity out of the company resulting from the grant and execution of options at less than FMV and the authority to reprice or replace underwater options. Our stock option plan analysis model seeks to allow reasonable levels of flexibility for a company yet still protect shareholders from the negative impact of excessive stock compensation. Acknowledging that small mid-capital corporations often rely more heavily on stock option plans as their main source of executive compensation and may not be able to compete with their large capital competitors with cash compensation, we provide slightly more flexibility for those companies.

 

C. Employee Stock Option/Purchase Plans

 

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan complies with Internal Revenue Code 423, allowing non-management employees to purchase stock at 85% of FMV.

 

AM policy is to vote “for” employee stock option plans (ESOPs) provided they meet the standards for stock option plans in general. However, when computing dilution and transfer of equity, ESOPs are considered independently from executive and director option plans.

 

Rationale: ESOPs and ESPP’s encourage rank-and-file employees to acquire an ownership stake in the companies they work for and have been shown to promote employee loyalty and improve productivity.

 

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D. Golden Parachutes

 

AM policy is to vote “for” proposals to require shareholder approval of golden parachutes and for proposals that would limit golden parachutes to no more than three times base compensation. Policy is to vote “against” more restrictive shareholder proposals to limit golden parachutes.

 

Rationale: In setting a reasonable limitation, AM considers that an effective parachute should be less attractive than continued employment and that the IRS has opined that amounts greater than three times annual salary, are excessive.

 

E. Proposals to Limit Benefits or Executive Compensation

 

AM policy is to vote “against”

 

1. Proposals to limit benefits, pensions or compensation and

 

2. Proposals that request or require disclosure of executive compensation greater than the disclosure required by Securities and Exchange Commission (SEC) regulations.

 

Rationale: Levels of compensation and benefits are generally considered to be day-to-day operations of the company, and are best left unrestricted by arbitrary limitations proposed by shareholders.

 

F. Option Expensing

 

AM policy is to support proposals requesting companies to expense stock options.

 

Rationale: Although companies can choose to expense options voluntarily, the Financial Accounting Standards Board (FASB) does not yet require it, instead allowing companies to disclose the theoretical value of options as a footnote. Because the expensing of stock options lowers earnings, most companies elect not to do so. Given the fact that options have become an integral component of compensation and their exercise results in a transfer of shareholder value, AM agrees that their value should not be ignored and treated as “no cost” compensation. The expensing of stock options would promote more modest and appropriate use of stock options in executive compensation plans and present a more accurate picture of company operational earnings.

 

G. Management board election and motion (For FFT Securities)

 

AM policy is to vote “against”:

 

the election of board members with positions on either remuneration or audit committees;
the election of supervisory board members with too many supervisory board mandates;
automatic ” election of former board members into the supervisory board.

 

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Rationale: Management as an entity, and each of its members, are responsible for all actions of the company, and are - subject to applicable laws and regulations - accountable to the shareholders as a whole for their actions.

 

Sufficient information should be disclosed in the annual company report and account to allow shareholders to judge the success of the company.

 

H. Remuneration (variable pay): (For FFT Securities)

 

Executive remuneration for Management Board

 

AM policy is to vote “for” remuneration for Management Board that is transparent and linked to results.

 

Rationale: Executive compensation should motivate management and align the interests of management with the shareholders. The focus should be on criteria that prevent excessive remuneration; but enable the company to hire and retain first-class professionals.

 

Shareholder interests are normally best served when management is remunerated to optimise long-term returns. Criteria should include suitable measurements like return on capital employed or economic value added.

 

Interests should generally also be correctly aligned when management own shares in the company – even more so if these shares represent a substantial portion of their own wealth.

 

Its disclosure shall differentiate between fixed pay, variable (performance related) pay and long-term incentives, including stock option plans with valuation ranges as well as pension and any other significant arrangements.

 

Executive remuneration for Supervisory Board

 

AM policy is to vote “for” remuneration for Supervisory Board that is at least 50% in fixed form.

 

Rationale: It would normally be preferable if performance linked compensation were not based on dividend payments, but linked to suitable result based parameters. Consulting and procurement services should also be published in the company report.

 

I. Long-term incentive plans (For FFT Securities)

 

AM policy is to vote “for” long-term incentive plans for members of a management board that reward for above average company performance.

 

Rationale: Incentive plans will normally be supported if they:

 

directly align the interests of members of management boards with those of shareholders;
establish challenging performance criteria to reward only above average performance;
measure performance by total shareholder return in relation to the market or a range of comparable companies;

 

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are long-term in nature and encourage long-term ownership of the shares once exercised through minimum holding periods;
do not allow a repricing of the exercise price in stock option plans.

 

J. Shareholder Proposals Concerning “Pay for Superior Performance”

 

AM policy is to address pay for superior performance proposals on a case-by-case basis, incorporating the recommendation of an independent third party proxy research firm (currently ISS) subject to review by the GPVSC as set forth in AM’s Proxy Policies and Procedures.

 

Rationale: While AM agrees that compensation issues are better left to the discretion of management, they appreciate the need to monitor for excessive compensation practices on a case by case basis. If, after a review of the ISS metrics, AM is comfortable with ISS’s applying this calculation and will vote according to their recommendation.

 

K. Executive Compensation Advisory

 

AM policy is to follow management’s recommended vote on shareholder proposals to propose an advisory resolution seeking to ratify the compensation of the company’s named executive officers (NEOs) on an annual basis.

 

Rationale: AM believes that controls exist within senior management and corporate compensation committees, ensuring fair compensation to executives. This might allow shareholders to require approval for all levels of management’s compensation.

 

L. Advisory Votes on Executive Compensation

 

AM policy is to evaluate Executive Compensation proposals on a case-by-case basis, where locally defined this may be done by incorporating the recommendation of an independent third party proxy research firm. AM will oppose Advisory Votes on Executive Compensation if:

There is a significant misalignment between CEO pay and company performance;
The company maintains significant problematic pay practices;
The board exhibits a significant level of poor communication and responsiveness to shareholders.

 

Rationale: While AM agrees that compensation issues are better left to the discretion of management, they appreciate the need to take action on this nonbinding proposal if excessive compensation practices exist.

 

M. Frequency of Advisory Vote on Executive Compensation

 

AM policy is to vote “for” annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies' executive pay programs.

 

Rationale: AM believes that annual advisory vote gives shareholders the opportunity to express any compensation concerns to the Executive Compensation proposal which is an advisory voting.

 

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V. Anti-Takeover Related Issues

 

A. Shareholder Rights Plans (“Poison Pills”)

 

AM policy is to vote “for” proposals to require shareholder ratification of poison pills or that request boards to redeem poison pills, and to vote “against” the adoption of poison pills if they are submitted for shareholder ratification.

 

Rationale: Poison pills are the most prevalent form of corporate takeover defenses and can be (and usually are) adopted without shareholder review or consent. The potential cost of poison pills to shareholders during an attempted takeover outweighs the benefits.

 

B. Reincorporation

 

AM policy is to examine reincorporation proposals on a case-by-case basis. The voting decision is based on: (1) differences in state law between the existing state of incorporation and the proposed state of incorporation; and (2) differences between the existing and the proposed charter/bylaws/articles of incorporation and their effect on shareholder rights. If changes resulting from the proposed reincorporation violate the corporate governance principles set forth in these guidelines, the reincorporation will be deemed contrary to shareholder’s interests and a vote cast “against.”

 

Rationale: Reincorporations can be properly analyzed only by looking at the advantages and disadvantages to their shareholders. Care must be taken that anti-takeover protection is not the sole or primary result of a proposed change.

 

C. Fair-Price Proposals

 

AM policy is to vote “for” management fair-price proposals, provided that: (1) the proposal applies only to two-tier offers; (2) the proposal sets an objective fair-price test based on the highest price that the acquirer has paid for a company's shares; (3) the supermajority requirement for bids that fail the fair-price test is no higher than two-thirds of the outstanding shares; (4) the proposal contains no other anti-takeover provisions or provisions that restrict shareholders rights.

 

A vote is cast for shareholder proposals that would modify or repeal existing fair-price requirements that do not meet these standards.

 

Rationale: While fair price provisions may be used as anti-takeover devices, if adequate provisions are included, they provide some protection to shareholders who have some say in their application and the ability to reject those protections if desired.

 

D. Exemption from state takeover laws

 

AM policy is to vote “for” shareholder proposals to opt out of state takeover laws and to vote “against” management proposals requesting to opt out of state takeover laws.

 

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Rationale: Control share statutes, enacted at the state level, may harm long-term share value by entrenching management. They also unfairly deny certain shares their inherent voting rights.

 

E. Non-financial Effects of Takeover Bids

 

Policy is to vote “against” shareholder proposals to require consideration of non-financial effects of merger or acquisition proposals.

 

Rationale: Non-financial effects may often be subjective and are secondary to AM’s stated purpose of acting in its client’s best economic interest.

 

VI. Mergers & Acquisitions

 

Evaluation of mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) are performed on a case-by-case basis incorporating information from an independent proxy research source (currently ISS.) Additional resources including portfolio management and research analysts may be considered as set forth in AM’s Policies and Procedures.

 

VII. Environmental, Social & Governance Issues

 

Environmental, social and governance issues (“ESG”) are becoming increasingly important to corporate success. We incorporate ESG considerations into both our investment decisions and our proxy voting decisions – particularly if the financial performance of the company could be impacted. Companies or states that seriously contravene internationally accepted ethical principles will be subject to heightened scrutiny.

 

A. Principles for Responsible Investment

 

AM policy is to actively engage with companies on ESG issues and participate in ESG initiatives. In this context, AM (a) votes “for increased disclosure on ESG issues; (b) is willing to participate in the development of policy, regulation and standard setting (such as promoting and protecting shareholder rights); (c) could support shareholder initiatives and also file shareholder resolutions with long term ESG considerations and improved ESG disclosure, when applicable; (d) could support standardized ESG reporting and issues to be integrated within annual financial reports; and (e) on a case by case basis, will generally follow management's recommended vote on other matters related to ESG issues.

 

Rationale: ESG issues can affect the performance of investment portfolios (to varying degrees across companies, sectors, regions, asset classes and through time).

 

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B. ESG Issues

 

AM policy is to vote in line with the CERES recommendation on Environmental matters covered under the CERES Principles, and Social and Sustainability issues not specifically addressed elsewhere in the Guidelines. AM will rely on ISS to identify shareholder proposals addressing CERES Principles and proxies will be voted in accordance with ISS's predetermined voting guidelines on CERES Principles.

 

Any matter that is to be voted on, consented to or approved by the voting members, may take place in person, telephonically or via other electronic means. In addition, voting members may act in writing, including without limitation, via e-mail.

 

Rationale: Deutsche Asset Management supports the CERES Principles and as such generally votes proxies in line with the CERES recommendation.

 

C. Labor & Human Rights

 

AM policy is to vote “against” adopting global codes of conduct or workplace standards exceeding those mandated by law.

 

Rationale: Additional requirements beyond those mandated by law are deemed unnecessary and potentially burdensome to companies

 

D. Diversity & Equality

 

1. AM policy is to vote “against” shareholder proposals to force equal employment opportunity, affirmative action or board diversity.

 

Rationale: Compliance with State and Federal legislation along with information made available through filings with the EEOC provides sufficient assurance that companies act responsibly and make information public.

 

2. AM policy is also to vote “against” proposals to adopt the Mac Bride Principles. The Mac Bride Principles promote fair employment, specifically regarding religious discrimination.

 

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the Mac Bride Principles redundant. Their adoption could potentially lead to charges of reverse discrimination.

 

E. Health & Safety

 

1. AM policy is to vote “against” adopting a pharmaceutical price restraint policy or reporting pricing policy changes.

 

Rationale: Pricing is an integral part of business for pharmaceutical companies and should not be dictated by shareholders (particularly pursuant to an arbitrary formula.) Disclosing pricing policies may also jeopardize a company’s competitive position in the marketplace.

 

2. AM policy is to vote “against” shareholder proposals to control the use or labeling of and reporting on genetically engineered products.

 

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Rationale: Additional requirements beyond those mandated by law are deemed unnecessary and potentially burdensome to companies.

 

F. Government/Military

 

1. AM policy is to vote against shareholder proposals regarding the production or sale of military arms or nuclear or space-based weapons, including proposals seeking to dictate a company's interaction with a particular foreign country or agency.

 

Rationale: Generally, management is in a better position to determine what products or industries a company can and should participate in. Regulation of the production or distribution of military supplies is, or should be, a matter of government policy.

 

2. AM policy is to vote “against” shareholder proposals regarding political contributions and donations.

 

Rationale: The Board of Directors and Management, not shareholders, should evaluate and determine the recipients of any contributions made by the company.

 

3. AM policy is to vote “against” shareholder proposals regarding charitable contributions and donations.

 

Rationale: The Board of Directors and Management, not shareholders, should evaluate and determine the recipients of any contributions made by the company.

 

G. Tobacco

 

1. AM policy is to vote “against” shareholder proposals requesting additional standards or reporting requirements for tobacco companies as well as “against” requesting companies to report on the intentional manipulation of nicotine content.

 

Rationale: Where a tobacco company’s actions meet the requirements of legal and industry standards, imposing additional burdens may detrimentally effect a company's ability to compete. The disclosure of nicotine content information could affect the company's rights in any pending or future litigation.

 

2. Shareholder requests to spin-off or restructure tobacco businesses will be opposed.

 

Rationale: These decisions are more appropriately left to the Board and management, and not to shareholder mandate.

 

VIII. Miscellaneous Items

 

A. Ratification of Auditors

 

AM policy is to vote “for” a) the management recommended selection of auditors and b) proposals to require shareholder approval of auditors.

 

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Rationale: Absent evidence that auditors have not performed their duties adequately, support for management’s nomination is warranted.

 

B. Limitation of non-audit services provided by independent auditor

 

AM policy is to support proposals limiting non-audit fees to 50% of the aggregate annual fees earned by the firm retained as a company's independent auditor.

 

Rationale: In the wake of financial reporting problems and alleged audit failures at a number of companies, AM supports the general principle that companies should retain separate firms for audit and consulting services to avoid potential conflicts of interest. However, given the protections afforded by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit Committee pre-approval for non-audit services and prohibits auditors from providing specific types of services), and the fact that some non-audit services are legitimate audit-related services, complete separation of audit and consulting fees may not be warranted. A reasonable limitation is appropriate to help ensure auditor independence and it is reasonable to expect that audit fees exceed non-audit fees.

 

C. Audit firm rotation

 

AM policy is to vote against proposals seeking audit firm rotation.

 

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be switched every five years, AM believes that rotation of the actual audit firm would be costly and disruptive.

 

D. Transaction of Other Business

 

AM policy is to vote against “transaction of other business” proposals.

 

Rationale: This is a routine item to allow shareholders to raise other issues and discuss them at the meeting. As the nature of these issues may not be disclosed prior to the meeting, we recommend a vote against these proposals. This protects shareholders voting by proxy (and not physically present at a meeting) from having action taken at the meeting that they did not receive proper notification of or sufficient opportunity to consider.

 

E. Motions to Adjourn the Meeting

 

AM Policy is to vote against proposals to adjourn the meeting.

 

Rationale: Management may seek authority to adjourn the meeting if a favorable outcome is not secured. Shareholders should already have had enough information to make a decision. Once votes have been cast, there is no justification for management to continue spending time and money to press shareholders for support.

 

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F. Bundled Proposals

 

AM policy is to vote against bundled proposals if any bundled issue would require a vote against it if proposed individually.

 

Rationale: Shareholders should not be forced to “take the good with the bad” in cases where the proposals could reasonably have been submitted separately.

 

G. Change of Company Name

 

AM policy is to support management on proposals to change the company name.

 

Rationale: This is generally considered a business decision for a company.

 

H. Proposals Related to the Annual Meeting

 

AM Policy is to vote in favor of management for proposals related to the conduct of the annual meeting (meeting time, place, etc.)

 

Rationale: These are considered routine administrative proposals.

 

I. Reimbursement of Expenses Incurred from Candidate Nomination

 

AM policy is to follow management’s recommended vote on shareholder proposals related to the amending of company bylaws to provide for the reimbursement of reasonable expenses incurred in connection with nominating one or more candidates in a contested election of directors to the corporation’s board of directors.

 

Rationale: Corporations should not be liable for costs associated with shareholder proposals for directors.

 

J. Investment Company Proxies

 

Proxies solicited by investment companies are voted in accordance with the recommendations of an independent third party, currently ISS. However, regarding investment companies for which AM or an affiliate serves as investment adviser or principal underwriter, such proxies are voted in the same proportion as the vote of all other shareholders. Proxies solicited by master funds from feeder funds will be voted in accordance with applicable provisions of Section 12 of the Investment Company Act of 1940.

 

Investment companies, particularly closed-end investment companies, are different from traditional operating companies. These differences may call for differences in voting positions on the same matter. For example, AM could vote “for” staggered boards of closed-end investment companies, although AM generally votes “against” staggered boards for operating companies. Further, the manner in which AM votes investment company proxies may differ from proposals for which a AM-advised investment company solicits proxies from its shareholders. As reflected in the Guidelines, proxies solicited by closed-end (and open-end) investment companies are voted in accordance with the pre-determined guidelines of an independent third-party.

 

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Deutsche Bank

Compliance

   
Proxy Voting Policy and Guidelines - DeAM  
   

 

Subject to participation agreements with certain Exchange Traded Funds ("ETF") issuers that have received exemptive orders from the U.S. Securities and Exchange Commission allowing investing DWS funds to exceed the limits set forth in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of outstanding voting shares globally when required to do so by participation agreements and SEC orders.

 

Note: With respect to the Central Cash Management Fund (registered under the Investment Company Act of 1940), the Fund is not required to engage in echo voting and the investment adviser will use these Guidelines, and may determine, with respect to the Central Cash Management Fund, to vote contrary to the positions in the Guidelines, consistent with the Fund’s best interest.

 

K. International Proxy Voting

 

The above guidelines pertain to issuers organized in the United States, Canada and Germany. Proxies solicited by other issuers are voted in accordance with international guidelines or the recommendation of ISS and in accordance with applicable law and regulation.

 

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EFFECTIVE DATE: FEBRUARY 28, 2014

 

PROXY VOTING POLICIES AND PROCEDURES

DIMENSIONAL FUND ADVISORS LP

DIMENSIONAL FUND ADVISORS LTD.

DFA AUSTRALIA LIMITED

DIMENSIONAL FUND ADVISORS PTE. LTD.

 

Introduction

 

Dimensional Fund Advisors LP (“Dimensional”) is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940 (the “Advisers Act”). Dimensional controls Dimensional Fund Advisors Ltd. (“DFAL”), DFA Australia Limited (“DFAA”) and Dimensional Fund Advisors Pte. Ltd. (“DFAP”) (Dimensional, DFAL, DFAA and DFAP are collectively referred to as the “Advisors”). DFAL and DFAA are also investment advisors registered under the Advisers Act.

The Advisors provide investment advisory or subadvisory services to various types of clients, including registered funds, unregistered commingled funds, defined benefit plans, defined contribution plans, private and public pension funds, foundations, endowment funds and other types of investors. These clients frequently give the Advisors the authority and discretion to vote proxy statements relating to the underlying securities that are held on behalf of such clients. Also, a client may, at times, ask an Advisor to provide voting advice on certain proxies without delegating full voting discretion to the Advisor. Depending on the client, the Advisors' duties may include making decisions regarding whether and how to vote proxies as part of an investment manager’s fiduciary duty under ERISA.

The following Proxy Voting Policies and Procedures (the “Policy”) address the Advisors’ objectives for voting proxies received by the Advisors on behalf of client accounts to the extent that relationships with such clients are subject to the Advisers Act or clients that are registered investment companies under the Investment Company Act of 1940 (the “40 Act”), including The DFA Investment Trust Company, DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund Inc. (together, the “Dimensional Investment Companies”). The Advisors believe that this Policy is reasonably designed to meet their goal of ensuring that the Advisors endeavor to vote (or refrain from voting) proxies in a manner consistent with the best interests of their clients, as understood by the Advisors at the time of the vote.

Exhibit A to this Policy includes a summary of the Advisors’ current Proxy Voting Guidelines and will change from time to time (the “Guidelines”). The Guidelines are largely based on those developed by Institutional Shareholder Services, Inc. (“ISS”) an independent third party, except with respect to certain matters which are generally described in Exhibit A. The Investment Committee of Dimensional has determined that, in general, voting proxies pursuant to the Guidelines should be in the best interests of clients. Therefore, an Advisor will usually instruct voting of proxies in accordance with the Guidelines. The Guidelines provide a framework for analysis and decision making, but do not address all potential issues. In order to be able to address all the relevant facts and circumstances related to a proxy vote, the Advisors reserve the right to instruct votes counter to the Guidelines if, after a review of the matter, an Advisor believes that a client’s best interests would be served by such a vote. In such circumstance, the analysis will be documented in writing and periodically presented to the Committee (as hereinafter defined). To the extent that the Guidelines do not cover potential voting issues, an Advisor will instruct the vote on such issues in a manner that is consistent with the spirit of the Guidelines and that the Advisor believes would be in the best interests of the client.

The Advisors may, but will not ordinarily take social concerns into account in voting proxies with respect to securities held by clients, including those held by socially screened portfolios or accounts. The Advisors will ordinarily take environmental concerns into account in voting proxies with respect to securities held by certain sustainability screened portfolios or accounts.

The Advisors have retained ISS to provide information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals and voting recommendations in accordance with the Guidelines, effect votes on behalf of the clients for whom the Advisors have proxy voting responsibility and provide reports concerning the proxies voted (“Proxy Voting

 

 

 

 
 

 

Services”). In addition, the Advisors may retain Proxy Voting Services from supplemental third-party proxy service providers to provide, among other things, research on proxy proposals and voting recommendations for certain shareholder meetings, as identified in the Guidelines. Although the Advisors retain third-party service providers for proxy issues, the Advisors remain responsible for proxy voting decisions. In this regard, the Advisors use commercially reasonable efforts to oversee the directed delegation to third-party proxy voting service providers, upon which the Advisors rely to carry out the Proxy Voting Services. In the event that the Guidelines are not implemented precisely as Advisors’ intend because of the actions or omissions of any third party service providers, custodians or sub-custodians or other agents, or any such persons experience any irregularities (e.g. misvotes or missed votes), then such instances will not necessarily be deemed by the Advisors as a breach of this Policy.

 

Procedures for Voting Proxies

 

The Investment Committee at Dimensional is generally responsible for overseeing each Advisor’s proxy voting process. The Investment Committee has formed a Corporate Governance Committee (the “Corporate Governance Committee” or the “Committee”) composed of certain officers, directors and other personnel of the Advisors and has delegated to its members authority to (i) oversee the voting of proxies, (ii) make determinations as to how to instruct the vote on certain specific proxies, (iii) verify the on-going compliance with this Policy and (iv) review this Policy from time to time and recommend changes to the Investment Committee. The Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to these Procedures and may designate other personnel of each Advisor to instruct the vote on proxies on behalf of the Advisors' clients, including all authorized traders of the Advisors (“Authorized Persons”). The Committee may modify this Policy from time to time to meet the goal of acting in a manner consistent with the best interests of the clients.

Generally, the Advisors analyze proxy statements on behalf of their clients and instruct the vote (or refrain from voting) proxies in accordance with this Policy and the Guidelines. Therefore, an Advisor generally will not instruct votes differently for different clients unless a client has expressly directed the Advisor to vote differently for such client's account. In the case of separate accounts, where an Advisor has contractually agreed to follow a client’s individualized proxy voting guidelines, the Advisor will instruct such vote on the client’s proxies pursuant to the client’s guidelines.

Each Advisor seeks to vote (or refrain from voting) proxies for its clients in a manner that the Advisor determines is in the best interests of its clients and which seeks to maximize the value of the client’s investments. In some cases, the Advisor may determine that it is in the best interests of clients to refrain from exercising the clients' proxy voting rights. The Advisor may determine that voting is not in the best interest of a client and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of the Advisor, exceed the expected benefits of voting to the client. For securities on loan, the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting votes. It is the Advisors’ belief that the expected value of casting a vote generally will be less than the securities lending income, either because the votes will not have significant economic consequences or because the outcome of the vote would not be affected by the Advisor recalling loaned securities in order to ensure they are voted. The Advisor does intend to recall securities on loan if based upon information in the Advisor’s possession, it determines that voting the securities is likely to materially affect the value of a client’s investment and that it is in the client’s best interests to do so.

In cases where the Advisor does not receive a solicitation or enough information within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor or its service provider may be unable to vote.

Generally, the Advisors do not intend to engage in shareholder activism with respect to a pending vote. However, if an issuer’s management, shareholders or proxy solicitors contact the Advisors with respect to a pending vote, a member of the Committee may discuss the vote with such party and report to the full Committee.

 

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International Proxy Voting

 

While the Advisors utilize the Policy and Guidelines for both their international and domestic portfolios and clients, there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is relatively easy to vote proxies, as the proxies are typically received automatically and may be voted by mail or electronically. In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company’s shareholders.

 

With respect to non-U.S. companies, however, it is typically both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances may outweigh any anticipated economic benefit of voting. The major difficulties and costs may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs. The Advisors do not intend to vote proxies of non-U.S. companies if they determine that the expected costs of voting outweigh any anticipated economic benefit to the client of voting. 3 The Advisors intend to make their determination on whether to vote proxies of non-U.S. companies on a client by client basis, and generally seek to implement uniform voting procedures for all proxies of companies in each country. The Advisors periodically review voting logistics, including costs and other voting difficulties, on a client by client and country by country basis, in order to determine if there have been any material changes that would affect the Advisors’ decision of whether or not to vote. In the event an Advisor is made aware of and believes that an issue to be voted is likely to materially affect the economic value of a portfolio, that its vote is reasonably likely to influence the ultimate outcome of the contest, and that the expected benefits to the client of voting the proxies exceed the expected costs, the Advisor will seek to make every reasonable effort to vote such proxies.

 

Conflicts of Interest

 

Occasions may arise where an Authorized Person, the Committee, an Advisor, or an affiliated person of the Advisor may have a conflict of interest in connection with the proxy voting process. A conflict of interest may exist, for example, if an Advisor is actively soliciting investment advisory business from the company soliciting the proxy. However, proxies that the Advisors receive on behalf of their clients generally will be voted in accordance with the predetermined Guidelines. Therefore, proxies voted should not result from any conflicts of interest.

In the limited instances where (i) an Authorized Person is considering voting a proxy contrary to the Guidelines (or in cases for which the Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of ISS), and (ii) the Authorized Person believes a potential conflict of interest exists, the Authorized Person will disclose the potential conflict to a member of the Committee. Such disclosure will describe the proposal to be voted upon and disclose any potential conflict of interest including but not limited to any potential personal conflict of interest (e.g., familial relationship with company management) the Authorized Person may have relating to the proxy vote, in which case the Authorized Person will remove himself or herself from the proxy voting process.

If the Committee member has actual knowledge of a conflict of interest and recommends a vote contrary to the Guidelines (or in the case where the Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of ISS), the Committee member will bring the vote to the

 

 

3            As the SEC has stated, “There may even be times when refraining from voting a proxy is in the client’s best interest, such as when the adviser determines that the cost of voting the proxy exceeds the expected benefit to the client…For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person.” See Proxy Voting by Investment Advisers , Release No. IA-2106 (Jan. 31, 2003). Additionally, the Department of Labor has stated it “interprets ERISA§ 404(a)(1) to require the responsible plan fiduciary to weigh the costs and benefits of voting on proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent and solely in the interest of the plan’s participants and beneficiaries.” See Preamble to Department of Labor Interpretative Bulletin 94-2, 59 FR 38860 (July 29, 1994) 19,971, CCH, 22,485-23 to 22,485-24 (1994).

 

3
 

 

Committee which will (a) determine how the vote should be cast keeping in mind the principle of preserving shareholder value or (b) determine to abstain from voting, unless abstaining would be materially adverse to the Client’s interest. To the extent the Committee makes a determination regarding how to vote or to abstain for a proxy on behalf of a Dimensional Investment Company in the circumstances described in this paragraph, the Advisor will report annually on such determinations to the Board of Directors of the Dimensional Investment Company.

 

Availability of Proxy Voting Information and Recordkeeping

 

Each Advisor will inform its clients on how to obtain information regarding the Advisor's voting of its clients' securities. The Advisor will provide its clients with a summary of its proxy voting guidelines, process and policies and will inform its clients of how they can obtain a copy of the complete Policy upon request. If the Advisor is registered under the Adviser’s Act, the Advisor will include such information described in the preceding two sentences in Part II of its Form ADV. The Advisor will also provide its existing clients with the above information.

 

Recordkeeping

 

The Advisors will also keep records of the following items: (i) their proxy voting guidelines, policies and procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iii) records of votes they cast on behalf of clients, which may be maintained by a third party service provider if the service provider undertakes to provide copies of those records promptly upon request; (iv) records of written client requests for proxy voting information and the Advisors' responses (whether a client's request was oral or in writing); and (v) any documents prepared by the Advisors that were material to making a decision how to vote, or that memorialized the basis for the decision. The Advisors will maintain these records in an easily accessible place for at least six years from the end of the fiscal year during which the last entry was made on such records. For the first two years , each Advisor will store such records at one of its principal offices.

 

Disclosure

 

Dimensional shall disclose in the statements of additional information of the Dimensional Investment Companies a summary of procedures which Dimensional uses to determine how to vote proxies relating to portfolio securities of the Dimensional Investment Companies. The disclosure will include a description of the procedures used when a vote presents a conflict of interest between shareholders and Dimensional, DFA Securities LLC ("DFAS”) or an affiliate of Dimensional or DFAS.

The semi-annual reports of the Dimensional Investment Companies shall indicate that the procedures are available: (i) by calling Dimensional collect; or (ii) on the SEC’s website. If a request for the procedures is received, the requested description must be sent within three business days by a prompt method of delivery.

Dimensional, on behalf of each Dimensional Investment Company it advises, shall file its proxy voting record with the SEC on Form N-PX no later than August 31 of each year, for the twelve-month period ending June 30 of the current year. Such filings shall contain all information required to be disclosed on Form N-PX.

 

4
 

 

EXHIBIT A

PROXY VOTING GUIDELINES

 

See Attached

 

 
 

 

APPENDIX

 

U.S. PROXY VOTING CONCISE GUIDELINES

 

Effective for Meetings on or after February 1, 2014

 

In order to provide greater analysis on certain shareholder meetings, the Advisor has elected to receive research reports for certain meetings, as indicated below, from Glass Lewis in addition to Institutional Shareholder Services, Inc. (“ISS”), and may in certain circumstances purchase research from other third parties as well.

 

Specifically, if available, the Advisor may obtain research from Glass Lewis or other third parties in addition to ISS for shareholder meetings in the following circumstances: (1) where the Advisor’s clients have a significant aggregate holding in the issuer and the meeting agenda contains proxies concerning: Anti-takeover Defenses or Voting Related Issues, Mergers and Acquisitions or Reorganizations or Restructurings, Capital Structure Issues, Compensation Issues or a proxy contest; or (2) where the Advisor in its discretion, has deemed that additional research is warranted.

 

Where research is obtained from Glass Lewis in accordance with these Guidelines, the Advisor will first review the research reports obtained from ISS and Glass Lewis. If the recommendations contained in the research reports from ISS and Glass Lewis are the same, the Advisor will vote accordingly. If the recommendations contained in the research reports from ISS and Glass Lewis are inconsistent, the Advisor will vote in accordance with the Corporate Governance Committee’s (or its designee’s) determination considering the principle of preserving shareholder value.

 

Routine/Miscellaneous

 

Auditor Ratification

Vote FOR proposals to ratify auditors unless any of the following apply:

· An auditor has a financial interest in or association with the company, and is therefore not independent;
· There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position;
· Poor accounting practices are identified that rise to a serious level of concern, such as: fraud; misapplication of GAAP, or material weaknesses identified in Section 404 disclosures; or
· Fees for non-audit services (“other” fees) are excessive.

 

Non-audit fees are excessive if:

· Non-audit (“other”) fees > audit fees + audit-related fees + tax compliance/preparation fees.

 

Board of Directors:

 

Voting on Director Nominees in Uncontested Elections

 

Four fundamental principles apply when determining votes on director nominees:

1. Accountability
2. Responsiveness
3. Composition
4. Independence

 

Generally vote for director nominees, except under the following circumstances:

 

 
 

 

1. Accountability

 

Vote AGAINST 1 or WITHHOLD from the entire board of directors (except new nominees 2 , who should be considered CASE-BY-CASE) for the following:

Problematic Takeover Defenses

Classified Board Structure:

1.1. The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.

 

Director Performance Evaluation:

 

1.2. The board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s five-year total shareholder return and operational metrics. Problematic provisions include but are not limited to:
· A classified board structure;
· A supermajority vote requirement;
· Either a plurality vote standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections;
· The inability of shareholders to call special meetings;
· The inability of shareholders to act by written consent;
· A dual-class capital structure; and/or
· A non–shareholder-approved poison pill.

 

Poison Pills 3 :

1.3. The company’s poison pill has a “dead-hand” or “modified dead-hand” feature. Vote AGAINST or WITHHOLD from nominees every year until this feature is removed;
1.4. The board adopts a poison pill with a term of more than 12 months (“long-term pill”), or renews any existing pill, including any “short-term” pill (12 months or less), without shareholder approval. A commitment or policy that puts a newly adopted pill to a binding shareholder vote may potentially offset an adverse vote recommendation. Review such companies with classified boards every year, and such companies with annually elected boards at least once every three years, and vote AGAINST or WITHHOLD votes from all nominees if the company still maintains a non-shareholder-approved poison pill; or
1.5. The board makes a material adverse change to an existing poison pill without shareholder approval.

 

Vote CASE-BY-CASE on all nominees if:

1.6. The board adopts a poison pill with a term of 12 months or less (“short-term pill”) without shareholder approval, taking into account the following factors:
· The date of the pill‘s adoption relative to the date of the next meeting of shareholders— i.e. whether the company had time to put the pill on ballot for shareholder ratification given the circumstances;

 

 

1 In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.

2 A “new nominee” is any current nominee who has not already been elected by shareholders and who joined the board after the problematic action in question transpired. If ISS cannot determine whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a “new nominee” if he or she joined the board within the 12 months prior to the upcoming shareholder meeting.

3 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director also serves as a director for another company that has adopted a poison pill for any purpose other than protecting such other company’s net operating losses.

 

A- 2
 

 

· The issuer’s rationale;
· The issuer’s governance structure and practices; and
· The issuer’s track record of accountability to shareholders.

 

Problematic Audit-Related Practices

Generally vote AGAINST or WITHHOLD from the members of the Audit Committee if:

1.7. The non-audit fees paid to the auditor are excessive (see discussion under “ Auditor Ratification ”);
1.8. The company receives an adverse opinion on the company’s financial statements from its auditor; or
1.9. There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

 

Vote CASE-BY-CASE on members of the Audit Committee and potentially the full board if:

1.10. Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether WITHHOLD/AGAINST votes are warranted.

 

Problematic Compensation Practices/Pay for Performance Misalignment

In the absence of an Advisory Vote on Executive Compensation ballot item or in egregious situations, vote AGAINST or WITHHOLD from the members of the Compensation Committee and (potentially the full board) if:

1.11. There is a significant misalignment between CEO pay and company performance ( pay for performance );
1.12. The company maintains significant problematic pay practices ;
1.13. The board exhibits a significant level of poor communication and responsiveness to shareholders;
1.14. The company fails to submit one-time transfers of stock options to a shareholder vote; or
1.15. The company fails to fulfill the terms of a burn rate commitment made to shareholders.

 

Vote CASE-BY-CASE on Compensation Committee members (or, in exceptional cases, the full board) and the Management Say-on-Pay proposal if:

1.16. The company's previous say-on-pay proposal received the support of less than 70 percent of votes cast, taking into account:
· The company's response, including:
o Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support;
o Specific actions taken to address the issues that contributed to the low level of support;
o Other recent compensation actions taken by the company;
· Whether the issues raised are recurring or isolated;
· The company's ownership structure; and
· Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

 

Governance Failures

Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board, due to:

1.17. Material failures of governance, stewardship, risk oversight 4 , or fiduciary responsibilities at the company;

 

 

4 Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; significant adverse legal judgments or settlements; hedging of company stock; or significant pledging of company stock.

 

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1.18. Failure to replace management as appropriate; or
1.19. Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

 

2. Responsiveness

Vote CASE-BY-CASE on individual directors, committee members, or the entire board of directors (as appropriate) if:

2.1. The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are:
· Disclosed outreach efforts by the board to shareholders in the wake of the vote;
· Rationale provided in the proxy statement for the level of implementation;
· The subject matter of the proposal;
· The level of support for and opposition to the resolution in past meetings;
· Actions taken by the board in response to the majority vote and its engagement with shareholders;
· The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and
· Other factors as appropriate.
2.2. The board failed to act on takeover offers where the majority of shares are tendered;
2.3. At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote;
2.4. The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency; or

Vote

 

2.5. The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account:
· The board's rationale for selecting a frequency that is different from the frequency that received a plurality;
· The company's ownership structure and vote results;
· ISS' analysis of whether there are compensation concerns or a history of problematic compensation practices; and
· The previous year's support level on the company's say-on-pay proposal.

 

3. Composition

Attendance at Board and Committee Meetings:

3.1. Generally vote AGAINST or WITHHOLD from directors (except new nominees, who should be considered CASE-BY-CASE 5 ) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:

 

· Medical issues/illness;

 

 

5 For new nominees only, schedule conflicts due to commitments made prior to their appointment to the board are considered if disclosed in the proxy or another SEC filing.

 

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· Family emergencies; and
· Missing only one meeting (when the total of all meetings is three or fewer).

 

3.2. If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote AGAINST or WITHHOLD from the director(s) in question.

 

Overboarded Directors:

Vote AGAINST or WITHHOLD from individual directors who:

3.3. Sit on more than six public company boards 6 ; or
3.4. Are CEOs of public companies who sit on the boards of more than two public companies besides their own—withhold only at their outside boards 7 .

 

4. Independence

Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors when:

4.1. The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;
4.2. The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;
4.3. The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or
4.4. Independent directors make up less than a majority of the directors.

 

Proxy Access 8

ISS supports proxy access as an important shareholder right, one that is complementary to other best-practice corporate governance features. However, in the absence of a uniform standard, proposals to enact proxy access may vary widely; as such, ISS is not setting forth specific parameters at this time and will take a case-by-case approach in evaluating these proposals.

Vote CASE-BY-CASE on proposals to enact proxy access, taking into account, among other factors:

· Company-specific factors; and
· Proposal-specific factors, including:
o The ownership thresholds proposed in the resolution (i.e., percentage and duration);
o The maximum proportion of directors that shareholders may nominate each year; and
o The method of determining which nominations should appear on the ballot if multiple shareholders submit nominations.

 

Proxy Contests—Voting for Director Nominees in Contested Elections 9

Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:

 

 

6 Dimensional may screen votes otherwise subject to this policy based on the qualifications and circumstances of the directors involved.

7 Although all of a CEO’s subsidiary boards will be counted as separate boards, ISS will not recommend a withhold vote from the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent, but will do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships.

8 Dimensional will vote against binding proposals where the shareholder proponent(s) hold less than a 5% ownership interest in the company for companies included in the S&P 500 Index, or less than a 7.5% ownership interest in the company for all other companies.  Where these ownership thresholds have been met by the shareholder proponent(s), Dimensional will vote in accordance with the recommendation of ISS.

9 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

 

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· Long-term financial performance of the target company relative to its industry;
· Management’s track record;
· Background to the proxy contest;
· Nominee qualifications and any compensatory arrangements;
· Strategic plan of dissident slate and quality of critique against management;
· Likelihood that the proposed goals and objectives can be achieved (both slates); and
· Stock ownership positions.

 

When the addition of shareholder nominees to the management card (“proxy access nominees”) results in a number of nominees on the management card which exceeds the number of seats available for election, vote CASE-BY-CASE considering the same factors listed above.

 

Shareholder Rights & Defenses 10

 

Poison Pills- Management Proposals to Ratify Poison Pill

Vote CASE-BY-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:

· No lower than a 20% trigger, flip-in or flip-over;
· A term of no more than three years;
· No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill;
· Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.

In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.

 

Poison Pills- Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)

Vote AGAINST proposals to adopt a poison pill for the stated purpose of protecting a company's net operating losses (NOL) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL.

Vote CASE-BY-CASE on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:

· The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent);
· The value of the NOLs;
· Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs);
· The company's existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and
· Any other factors that may be applicable.

 

Shareholder Ability to Act by Written Consent

Generally vote AGAINST management and shareholder proposals to restrict or prohibit shareholders' ability to act by written consent.

 

 

10 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

 

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Generally vote FOR management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:

· Shareholders' current right to act by written consent;
· The consent threshold;
· The inclusion of exclusionary or prohibitive language;
· Investor ownership structure; and
· Shareholder support of, and management's response to, previous shareholder proposals.

 

Vote CASE-BY-CASE on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:

· An unfettered 11 right for shareholders to call special meetings at a 10 percent threshold;
· A majority vote standard in uncontested director elections;
· No non-shareholder-approved pill; and
· An annually elected board.

 

CAPITAL/RESTRUCTURING 12

 

Common Stock Authorization

Vote FOR proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.

Vote AGAINST proposals at companies with more than one class of common stock to increase the number of authorized shares of the class of common stock that has superior voting rights.

Vote AGAINST proposals to increase the number of authorized common shares if a vote for a reverse stock split on the same ballot is warranted despite the fact that the authorized shares would not be reduced proportionally.

Vote CASE-BY-CASE on all other proposals to increase the number of shares of common stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:

· Past Board Performance:
o The company's use of authorized shares during the last three years

 

· The Current Request:
o Disclosure in the proxy statement of the specific purposes of the proposed increase;
o Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and
o The dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns.

 

Dual Class Structure

Generally vote AGAINST proposals to create a new class of common stock unless:

· The company discloses a compelling rationale for the dual-class capital structure, such as:
o The company's auditor has concluded that there is substantial doubt about the company's ability to continue as a going concern; or
o The new class of shares will be transitory;

 

 

11 "Unfettered" means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.

12 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

 

A- 7
 

 

· The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and
· The new class is not designed to preserve or increase the voting power of an insider or significant shareholder.

 

Preferred Stock Authorization

Vote FOR proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.

Vote AGAINST proposals at companies with more than one class or series of preferred stock to increase the number of authorized shares of the class or series of preferred stock that has superior voting rights.

Vote CASE-BY-CASE on all other proposals to increase the number of shares of preferred stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:

· Past Board Performance:
o The company's use of authorized preferred shares during the last three years;

 

· The Current Request:
o Disclosure in the proxy statement of the specific purposes for the proposed increase;
o Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request;
o In cases where the company has existing authorized preferred stock, the dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns; and
o Whether the shares requested are blank check preferred shares that can be used for antitakeover purposes.

 

Mergers and Acquisitions

Vote CASE-BY-CASE on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

· Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale.

 

· Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.

 

· Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

 

· Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process ( e.g. , full auction, partial auction, no auction) can also affect shareholder value.

 

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· Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the "ISS Transaction Summary" section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists.

 

· Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

 

COMPENSATION 13

 

Executive Pay Evaluation

 

Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:

 

1. Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs;
2. Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation;
3. Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making ( e.g. , including access to independent expertise and advice when needed);
4. Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly;
5. Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices.

 

Advisory Votes on Executive Compensation—Management Proposals (Management Say-on-Pay)

Vote CASE-BY-CASE on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation.

Vote AGAINST Advisory Votes on Executive Compensation (Management Say-on-Pay—MSOP) if:

· There is a significant misalignment between CEO pay and company performance ( pay for performance );
· The company maintains significant problematic pay practices;

 

 

13 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

 

A- 9
 

 

· The board exhibits a significant level of poor communication and responsiveness to shareholders.

 

Vote AGAINST or WITHHOLD from the members of the Compensation Committee and potentially the full board if:

· There is no MSOP on the ballot, and an AGAINST vote on an MSOP is warranted due to a pay for performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof;
· The board fails to respond adequately to a previous MSOP proposal that received less than 70 percent support of votes cast;
· The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or
· The situation is egregious.

 

Vote AGAINST an equity plan on the ballot if:

 

· A pay for performance misalignment is found, and a significant portion of the CEO’s misaligned pay is attributed to non-performance-based equity awards, taking into consideration:
o Magnitude of pay misalignment;
o Contribution of non-performance-based equity grants to overall pay; and
o The proportion of equity awards granted in the last three fiscal years concentrated at the named executive officer (NEO) level.

 

Primary Evaluation Factors for Executive Pay

 

Pay-for-Performance Evaluation

ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the Russell 3000 index, this analysis considers the following:

1. Peer Group 14 Alignment:

 

· The degree of alignment between the company's annualized TSR rank and the CEO's annualized total pay rank within a peer group, each measured over a three-year period.
· The multiple of the CEO's total pay relative to the peer group median.

 

2. Absolute Alignment – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period.

 

If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of non-Russell 3000 index companies, misaligned pay and performance are otherwise suggested, our analysis may include any of the following qualitative factors, if they are relevant to the analysis to determine how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:

· The ratio of performance- to time-based equity awards;
· The overall ratio of performance-based compensation;
· The completeness of disclosure and rigor of performance goals;
· The company's peer group benchmarking practices;

 

 

14 The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group and company's selected peers' GICS industry group with size constraints, via a process designed to select peers that are closest to the subject company in terms of revenue/assets and industry and also within a market cap bucket that is reflective of the company's.

 

A- 10
 

 

· Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers;
· Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards);
· Realizable pay 15 compared to grant pay; and
· Any other factors deemed relevant.

 

Problematic Pay Practices

The focus is on executive compensation practices that contravene the global pay principles, including:

 

· Problematic practices related to non-performance-based compensation elements;
· Incentives that may motivate excessive risk-taking; and
· Options Backdating.

 

Problematic Pay Practices related to Non-Performance-Based Compensation Elements

Pay elements that are not directly based on performance are generally evaluated CASE-BY-CASE considering the context of a company's overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS' Compensation FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:

· Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options);
· Excessive perquisites or tax gross-ups, including any gross-up related to a secular trust or restricted stock vesting;
· New or extended agreements that provide for:
o CIC payments exceeding 3 times base salary and average/target/most recent bonus;
o CIC severance payments without involuntary job loss or substantial diminution of duties ("single" or "modified single" triggers);
o CIC payments with excise tax gross-ups (including "modified" gross-ups).

 

Incentives that may Motivate Excessive Risk-Taking

· Multi-year guaranteed bonuses;
· A single or common performance metric used for short- and long-term plans;
· Lucrative severance packages;
· High pay opportunities relative to industry peers;
· Disproportionate supplemental pensions; or
· Mega annual equity grants that provide unlimited upside with no downside risk.

 

Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.

Options Backdating

The following factors should be examined CASE-BY-CASE to allow for distinctions to be made between “sloppy” plan administration versus deliberate action or fraud:

· Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;
· Duration of options backdating;

 

 

15 ISS research reports will include realizable pay for S&P1500 companies.

 

A- 11
 

 

· Size of restatement due to options backdating;
· Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and
· Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future.

 

Board Communications and Responsiveness

Consider the following factors CASE-BY-CASE when evaluating ballot items related to executive pay on the board’s responsiveness to investor input and engagement on compensation issues:

· Failure to respond to majority-supported shareholder proposals on executive pay topics; or
· Failure to adequately respond to the company's previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account:
o The company's response, including:
§ Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support;
§ Specific actions taken to address the issues that contributed to the low level of support;
§ Other recent compensation actions taken by the company;
o Whether the issues raised are recurring or isolated;
o The company's ownership structure; and
o Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

 

Frequency of Advisory Vote on Executive Compensation ("Say When on Pay")

Vote FOR annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies' executive pay programs.

 

Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale

Vote CASE-BY-CASE on say on Golden Parachute proposals, including consideration of existing change-in-control arrangements maintained with named executive officers rather than focusing primarily on new or extended arrangements.

Features that may result in an AGAINST recommendation include one or more of the following, depending on the number, magnitude, and/or timing of issue(s):

· Single- or modified-single-trigger cash severance;
· Single-trigger acceleration of unvested equity awards;
· Excessive cash severance (>3x base salary and bonus);
· Excise tax gross-ups triggered and payable (as opposed to a provision to provide excise tax gross-ups);
· Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity value); or
· Recent amendments that incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; or
· The company's assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote.

Recent amendment(s) that incorporate problematic features will tend to carry more weight on the overall analysis. However, the presence of multiple legacy problematic features will also be closely scrutinized.

 

A- 12
 

 

In cases where the golden parachute vote is incorporated into a company's advisory vote on compensation (management say-on-pay), ISS will evaluate the say-on-pay proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.

 

Equity-Based and Other Incentive Plans 16

 

Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the equity plan if any of the following factors apply:

· The total cost of the company’s equity plans is unreasonable;
· The plan expressly permits repricing;
· A pay-for-performance misalignment is found;
· The company’s three year burn rate exceeds the burn rate cap of its industry group;
· The plan has a liberal change-of-control definition; or
· The plan is a vehicle for problematic pay practices .

 

Social/Environmental Issues

 

Overall Approach

Generally vote FOR the management’s recommendation on shareholder proposals involving social/environmental issues. When evaluating social and environmental shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.

With respect to environmentally screened portfolios, the Advisor will generally vote on shareholder proposals involving environmental issues in accordance with the following ISS U.S. Proxy Voting Guidelines:

Generally vote CASE-BY-CASE, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value, and in addition the following will also be considered:

· If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation;
· If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal;
· Whether the proposal's request is unduly burdensome (scope, or timeframe) or overly prescriptive;
· The company's approach compared with any industry standard practices for addressing the issue(s) raised by the proposal;
· If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and
· If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.

 

 

16 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

 

A- 13
 

 

Political Issues

 

Overall Approach

Generally vote FOR the management’s recommendation on shareholder proposals involving political issues. When evaluating political shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.

 

Foreign Private Issuers Listed on U.S. Exchanges

 

Vote AGAINST (or WITHHOLD from) non-independent director nominees at companies which fail to meet the following criteria: a majority-independent board, and the presence of an audit, a compensation, and a nomination committee, each of which is entirely composed of independent directors.

Where the design and disclosure levels of equity compensation plans are comparable to those seen at U.S. companies, U.S. compensation policy will be used to evaluate the compensation plan proposals. Otherwise, they, and all other voting items, will be evaluated using the relevant ISS regional or market proxy voting guidelines.

 

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APPENDIX

 

INTERNATIONAL PROXY VOTING SUMMARY GUIDELINES 17

 

Effective for Meetings on or after February 1, 2014

 

In order to provide greater analysis on certain shareholder meetings, the Advisor has elected to receive research reports for certain meetings, as indicated below, from Glass Lewis and Ownership Matters in addition to Institutional Shareholder Services, Inc. (“ISS”) and may in certain circumstances purchase research from other third parties as well.

 

Specifically, if available, the Advisor may obtain research from Glass Lewis or other third parties in addition to ISS for shareholder meetings in the following circumstances: (1) where the Advisor’s clients have a significant aggregate holding in the issuer and the meeting agenda contains proxies concerning: Anti-takeover Defenses or Voting Related Issues, Mergers and Acquisitions or Reorganizations or Restructurings, Capital Structure Issues, Compensation Issues or a proxy contest; or (2) where the Advisor in its discretion, has deemed that additional research is warranted. The Advisor may purchase research from Ownership Matters with respect to the proxies of certain large Australian Companies.

 

Where research is obtained from Glass Lewis in accordance with these Guidelines, the Advisor will first review the research reports obtained from ISS and Glass Lewis. If the recommendations contained in the research reports from ISS and Glass Lewis are the same, the Advisor will vote accordingly. If the recommendations contained in the research reports from ISS and Glass Lewis are inconsistent, the Advisor will vote in accordance with the Corporate Governance Committee’s (or its designee’s) determination considering the principle of preserving shareholder value.

 

1. General Policies

 

Financial Results/Director and Auditor Reports

Vote FOR approval of financial statements and director and auditor reports, unless:

 

· There are concerns about the accounts presented or audit procedures used; or
· The company is not responsive to shareholder questions about specific items that should be publicly disclosed.

 

Appointment of Auditors and Auditor Compensation

Vote FOR proposals to ratify auditors and proposals authorizing the board to fix auditor fees, unless:

 

· There are serious concerns about the accounts presented or the audit procedures used;
· The auditors are being changed without explanation; or
· non-audit-related fees are substantial or are routinely in excess of standard annual audit-related fees.

 

Vote AGAINST the appointment of external auditors if they have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

 

Appointment of Internal Statutory Auditors

Vote FOR the appointment or (re)election of statutory auditors, unless:

 

· There are serious concerns about the statutory reports presented or the audit procedures used;
· Questions exist concerning any of the statutory auditors being appointed; or

 

 

17 This is a summary of the majority of International Markets, however, certain countries and/or markets have separate policies which are generally consistent with the principles reflected in this summary but are modified to reflect issues such as those related to customs, disclosure obligations and legal structures of the relevant jurisdiction.

 

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· The auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

 

Allocation of Income

Vote FOR approval of the allocation of income, unless:

 

· The dividend payout ratio has been consistently below 30 percent without adequate explanation; or
· The payout is excessive given the company's financial position.

 

Stock (Scrip) Dividend Alternative

Vote FOR most stock (scrip) dividend proposals.

 

Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

 

Amendments to Articles of Association

Vote amendments to the articles of association on a CASE-BY-CASE basis.

 

Change in Company Fiscal Term

Vote FOR resolutions to change a company's fiscal term unless a company's motivation for the change is to postpone its AGM.

 

Lower Disclosure Threshold for Stock Ownership

Vote AGAINST resolutions to lower the stock ownership disclosure threshold below 5 percent unless specific reasons exist to implement a lower threshold.

 

Amend Quorum Requirements

Vote proposals to amend quorum requirements for shareholder meetings on a CASE-BY-CASE basis.

 

Transact Other Business

Vote AGAINST other business when it appears as a voting item.

 

2. BOARD OF DIRECTORS

 

Non-Contested Director Elections

Vote FOR management nominees in the election of directors, unless:

 

· Adequate disclosure has not been provided in a timely manner;
· There are clear concerns over questionable finances or restatements;
· There have been questionable transactions with conflicts of interest;
· There are any records of abuses against minority shareholder interests; or
· The board fails to meet minimum corporate governance standards.

 

Vote AGAINST the election or reelection of any and all director nominees when the names of the nominees are not available at the time the ISS analysis is written and therefore no research is provided on the nominee.

 

Vote FOR individual nominees unless there are specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities.

 

Vote AGAINST individual directors if repeated absences at board meetings have not been explained (in

 

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countries where this information is disclosed).

 

Vote FOR employee and/or labor representatives if they sit on either the audit or compensation committee and are required by law to be on those committees. Vote AGAINST employee and/or labor representatives if they sit on either the audit or compensation committee, if they are not required to be on those committees.

 

Vote on a CASE-BY-CASE basis for contested elections of directors, e.g. the election of shareholder nominees or the dismissal of incumbent directors, determining which directors are best suited to add value for shareholders. 18

 

ISS Classification of Directors - International Policy

 

Executive Director

· Employee or executive of the company;
· Any director who is classified as a non-executive, but receives salary, fees, bonus, and/or other benefits that are in line with the highest-paid executives of the company.

Non-Independent Non-Executive Director (NED)

· Any director who is attested by the board to be a non-independent NED;
· Any director specifically designated as a representative of a significant shareholder of the company;
· Any director who is also an employee or executive of a significant shareholder of the company;
· Beneficial owner (direct or indirect) of at least 10% of the company's stock, either in economic terms or in voting rights (this may be aggregated if voting power is distributed among more than one member of a defined group, e.g., members of a family that beneficially own less than 10% individually, but collectively own more than 10%), unless market best practice dictates a lower ownership and/or disclosure threshold (and in other special market-specific circumstances);
· Government representative;
· Currently provides (or a relative[1] provides) professional services[2] to the company, to an affiliate of the company, or to an individual officer of the company or of one of its affiliates in excess of $10,000 per year;
· Represents customer, supplier, creditor, banker, or other entity with which the company maintains a transactional/commercial relationship (unless the company discloses information to apply a materiality test[3]);
· Any director who has conflicting or cross-directorships with executive directors or the chairman of the company;
· Relative[1] of a current or former executive of the company or its affiliates;
· A new appointee elected other than by a formal process through the General Meeting (such as a contractual appointment by a substantial shareholder);
· Founder/co-founder/member of founding family but not currently an employee;
· Former executive (5 year cooling off period);
· Years of service will NOT be a determining factor unless it is recommended best practice in a market:
o 9 years (from the date of election) in the United Kingdom and Ireland;
o 12 years in European markets;
o 7 years in Russia.

Independent NED

· Not classified as non-independent by ISS (see above);
· No material[4] connection, either directly or indirectly, to the company other than a board seat.

Employee Representative

· Represents employees or employee shareholders of the company (classified as “employee representative” but considered a non-independent NED).

Footnotes:

[1] “Relative” follows the SEV’s proposed definition of “immediate family members” which covers spouses, parents, children, step-parents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.

[2] Professional services can be characterized as advisory in nature and generally include the following: investment banking/financial advisory services; commercial banking (beyond deposit services); investment services; insurance services; accounting/audit services; consulting services; marketing services; and legal services. The case of participation in a banking syndicate by a non-lead bank should be considered a transaction (and hence subject to the associated materiality test) rather than a professional relationship.

[3] If the company makes or receives annual payments exceeding the greater of $200,000 or 5 percent of the recipient's gross revenues. (The recipient is the party receiving the financial proceeds from the transaction.)

[4] For purposes of ISS' director independence classification, “material” will be defined as a standard of relationship

 

 

18 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

 

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(financial, personal or otherwise) that a reasonable person might conclude could potentially influence one's objectivity in the boardroom in a manner that would have a meaningful impact on an individual's ability to satisfy requisite fiduciary standards on behalf of shareholders.

 

Contested Director Elections 19

For shareholder nominees, ISS places the persuasive burden on the nominee or the proposing shareholder to prove that they are better suited to serve on the board than management's nominees. Serious consideration of shareholder nominees will be given only if there are clear and compelling reasons for the nominee to join the board. These nominees must also demonstrate a clear ability to contribute positively to board deliberations; some nominees may have hidden or narrow agendas and may unnecessarily contribute to divisiveness among directors.

 

The major decision factors are:

· Company performance relative to its peers;
· Strategy of the incumbents versus the dissidents;
· Independence of directors/nominees;
· Experience and skills of board candidates;
· Governance profile of the company;
· Evidence of management entrenchment;
· Responsiveness to shareholders;
· Whether a takeover offer has been rebuffed.

 

When analyzing a contested election of directors, ISS will generally focus on two central questions: (1) Have the proponents proved that board change is warranted? And if so, (2) Are the proponent board nominees likely to effect positive change (i.e., maximize long-term shareholder value)?

 

Voting on Directors for Egregious Actions

Under extraordinary circumstances, vote AGAINST or WITHOLD from directors individually, on a committee, or the entire board, due to:

· Material failures of governance, stewardship, risk oversight, or fiduciary responsibilities at the company;
· Failure to replace management as appropriate; or
· Egregious actions related to the director(s)’service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. 20

 

Discharge of Board and Management

Vote for the discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling concerns that the board is not fulfilling its fiduciary duties warranted on a CASE-BY-CASE basis by:

· A lack of oversight or actions by board members which invoke shareholder distrust related to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest
· Any legal issues (e.g. civil/criminal) aiming to hold the board responsible for breach of trust in the past or related to currently alleged action yet to be confirmed (and not only in the fiscal year in question) such as price fixing, insider trading, bribery, fraud, and other illegal actions
· Other egregious governance issues where shareholders will bring legal action against the company or its directors

For markets which do not routinely request discharge resolutions (e.g. common law countries or markets where discharge is not mandatory), analysts may voice concern in other appropriate agenda items, such as approval of the annual accounts or other relevant resolutions, to enable shareholders to express discontent

 

 

19 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

20 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director also serves as a director for another company that has adopted a poison pill for any purpose other than protecting such other company’s net operating losses  

 

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with the board.

 

Director, Officer, and Auditor Indemnification and Liability Provisions

Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.

 

Vote AGAINST proposals to indemnify external auditors.

 

Board Structure

Vote FOR routine proposals to fix board size.

 

Vote AGAINST the introduction of classified boards and mandatory retirement ages for directors.

 

Vote AGAINST proposals to alter board structure or size in the context of a fight for control of the company or the board.

 

3. CAPITAL STRUCTURE 21

 

Share Issuance Requests

 

General Issuances

 

Vote FOR issuance authorities with pre-emptive rights to a maximum of 100 percent over currently issued capital and as long as the share issuance authorities’ periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines.

 

Vote FOR issuance authorities without pre-emptive rights to a maximum of 20 percent (or a lower limit if local market best practice recommendations provide) of currently issued capital as long as the share issuance authorities’ periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines

 

Specific Issuances

 

Vote on a CASE-BY-CASE basis on all requests, with or without preemptive rights.

 

Increases in Authorized Capital

Vote FOR non-specific proposals to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

 

Vote FOR specific proposals to increase authorized capital to any amount, unless:

· The specific purpose of the increase (such as a share-based acquisition or merger) does not meet ISS guidelines for the purpose being proposed; or
· The increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances.

 

Vote AGAINST proposals to adopt unlimited capital authorizations.

 

Reduction of Capital

Vote FOR proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders.

 

 

21 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

 

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Vote proposals to reduce capital in connection with corporate restructuring on a CASE-BY-CASE basis.

 

Capital Structures

Vote FOR resolutions that seek to maintain or convert to a one-share, one-vote capital structure.

 

Vote AGAINST requests for the creation or continuation of dual-class capital structures or the creation of new or additional super voting shares.

 

Preferred Stock

Vote FOR the creation of a new class of preferred stock or for issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

 

Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets ISS guidelines on equity issuance requests.

 

Vote AGAINST the creation of a new class of preference shares that would carry superior voting rights to the common shares.

 

Vote AGAINST the creation of blank check preferred stock unless the board clearly states that the authorization will not be used to thwart a takeover bid.

 

Vote proposals to increase blank check preferred authorizations on a CASE-BY-CASE basis.

 

Debt Issuance Requests

Vote non-convertible debt issuance requests on a CASE-BY-CASE basis, with or without preemptive rights.

 

Vote FOR the creation/issuance of convertible debt instruments as long as the maximum number of common shares that could be issued upon conversion meets ISS guidelines on equity issuance requests.

 

Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.

 

Pledging of Assets for Debt

Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.

 

Increase in Borrowing Powers

Vote proposals to approve increases in a company's borrowing powers on a CASE-BY-CASE basis.

 

Share Repurchase Plans

Generally vote FOR share repurchase programs/market authorities, provided that the proposal meets the following parameters:

 

· Maximum Volume: 10 percent for market repurchase within any single authority and 10 percent of outstanding shares to be kept in treasury (“on the shelf”); and
· Duration does not exceed 18 months.

 

ISS will recommend AGAINST any proposal where:

 

· The repurchase can be used for takeover defenses;
· There is clear evidence of abuse;
· There is no safeguard against selective buybacks; and/or
· Pricing provisions and safeguards are deemed to be unreasonable in light of market practice.

 

A- 20
 

 

ISS may support share repurchase plans in excess of 10 percent volume under exceptional circumstances, such as one-off company specific events (e.g. capital re-structuring). Such proposals will be assessed CASE-BY-CASE based on merits, which should be clearly disclosed in the annual report, provided that following conditions are met:

 

· The overall balance of the proposed plan seems to be clearly in shareholders’ interests;

· The plan still respects the 10 percent maximum of shares to be kept in treasury.

 

Reissuance of Repurchased Shares

Vote FOR requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the past.

 

Capitalization of Reserves for Bonus Issues/Increase in Par Value

Vote FOR requests to capitalize reserves for bonus issues of shares or to increase par value.

 

4. COMPENSATION 22

Compensation Plans

Vote compensation plans on a CASE-BY-CASE basis.

 

Director Compensation

Vote FOR proposals to award cash fees to non-executive directors unless the amounts are excessive relative to other companies in the country or industry.

 

Vote non-executive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.

 

Vote proposals that bundle compensation for both non-executive and executive directors into a single resolution on a CASE-BY-CASE basis.

 

Vote AGAINST proposals to introduce retirement benefits for non-executive directors.

 

5. OTHER ITEMS

Reorganizations/Restructurings

Vote reorganizations and restructurings on a CASE-BY-CASE basis.

 

Mergers and Acquisitions

 

Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:

 

For every M&A analysis, ISS reviews publicly available information as of the date of the report and evaluates the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

 

· Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, ISS places emphasis on the offer premium, market reaction, and strategic rationale.

 

· Market reaction - How has the market responded to the proposed deal? A negative market reaction will cause ISS to scrutinize a deal more closely.

 

 

22 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

  

A- 21
 

 

· Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

 

· Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? ISS will consider whether any special interests may have influenced these directors and officers to support or recommend the merger.

 

· Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

 

Vote AGAINST if the companies do not provide sufficient information upon request to allow shareholders to make an informed voting decision.

 

Mandatory Takeover Bid Waivers

Vote proposals to waive mandatory takeover bid requirements on a CASE-BY-CASE basis.

 

Reincorporation Proposals

Vote reincorporation proposals on a CASE-BY-CASE basis.

 

Expansion of Business Activities

Vote FOR resolutions to expand business activities unless the new business takes the company into risky areas.

 

Related-Party Transactions

Vote related-party transactions on a CASE-BY-CASE basis.

 

Antitakeover Mechanisms

Vote AGAINST all antitakeover proposals unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer.

 

Shareholder Proposals

Vote all shareholder proposals on a CASE-BY-CASE basis.

 

Vote FOR proposals that would improve the company's corporate governance or business profile at a reasonable cost.

 

Vote AGAINST proposals that limit the company's business activities or capabilities or result in significant costs being incurred with little or no benefit.

 

Corporate Social Responsibility (CSR) Issues

Generally vote FOR the management’s recommendation on shareholder proposals involving CSR Issues. When evaluating social and environmental shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.

 

With respect to environmentally screened portfolios, the Advisor will generally vote on shareholder proposals involving environmental issues in accordance with the following ISS International Proxy Voting Guidelines:

 

Generally vote CASE-BY-CASE, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value, and in addition the following will be considered:

· If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation;

 

A- 22
 

 

· If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal;
· Whether the proposal's request is unduly burdensome (scope, timeframe, or cost) or overly prescriptive;
· The company's approach compared with any industry standard practices for addressing the issue(s) raised by the proposal;
· If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and
· If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.

 

Country of Incorporation vs. Country of Listing-Application of Policy

In general, country of incorporation will be the basis for policy application. However, ISS will generally apply its US policies to the extent possible at issuers that file DEF 14As, 10-K annual and 10-Q quarterly reports and are thus considered domestic issuers by the U.S. Securities and Exchange Commission (SEC).

 

Foreign Private Issuers Listed on U.S. Exchanges

Companies that are incorporated outside of the U.S. and listed solely on U.S. exchanges, where they qualify as Foreign Private Issuers, will be subject to the following policy:

 

Vote AGAINST (or WITHHOLD from) non-independent director nominees at companies which fail to meet the following criteria: a majority-independent board, and the presence of an audit, a compensation, and a nomination committee, each of which is entirely composed of independent directors.

 

Where the design and disclosure levels of equity compensation plans are comparable to those seen at U.S. companies, U.S. compensation policy will be used to evaluate the compensation plan proposals. In all other cases, equity compensation plans will be evaluated according to ISS' International Proxy Voting Guidelines.

 

All other voting items will be evaluated using ISS' International Proxy Voting Guidelines.

 

Foreign private issuers ("FPIs") are defined as companies whose business is administered principally outside the U.S., with more than 50 percent of assets located outside the U.S.; a majority of whose directors/officers are not U.S. citizens or residents; and a majority of whose outstanding voting shares are held by non-residents of the U.S.

 

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Overview

First Quadrant, L.P.

 

Proxy Voting

Policies and Procedures

 

Investment Advisers Act of 1940 Rule 206(4)-6 imposes a number of requirements on investment advisers that have voting authority with respect to securities held in their clients’ portfolios. The SEC states that the duty of care requires an adviser with proxy voting authority to monitor corporate actions and to vote the proxies. To satisfy its duty of loyalty, an adviser must cast the proxy votes in a manner consistent with the best interests of its clients, and must never put the adviser’s own interest above those of its clients. First Quadrant defines the best interest of a client to mean the best economic interest of the holders of the same or similar securities of the issuer held in the client’s account.

 

These written policies and procedures are designed to reasonably ensure that First Quadrant, L.P. (“First Quadrant”) votes proxies in the best interest of clients for whom First Quadrant has voting authority and describe how the adviser addresses material conflicts between its interests and those of its clients with respect to proxy voting.

 

First Quadrant utilizes the services of an independent outside proxy service, Glass Lewis & Co (“Glass Lewis”), to act as agent 1 for the proxy process, to maintain records on proxy voting for our clients, and to provide independent research on corporate governance, proxy, and corporate responsibility issues. In addition, First Quadrant has adopted as its own policies those of Glass Lewis’ proxy voting guidelines.

 

First Quadrant maintains a Proxy Committee (the “Committee”), made up of senior members of management, which is responsible for deciding what is in the best interests of each client when deciding how proxies are voted. The Committee meets at least annually to review, approve, and adopt as First Quadrant’s own policies, Glass Lewis proxy voting guidelines. Any changes to the Glass Lewis voting guidelines must be reviewed, approved, and adopted by the Committee at the time the changes occur.

 

A copy of First Quadrant’s proxy voting policies is available upon request to the individual noted below under How to Obtain Voting Information. Because circumstances differ between clients, some clients contractually reserve the right to vote their own proxies or contractually may direct First Quadrant to vote certain of their proxies in a specific manner, in which case the Committee will assume the responsibility for voting the proxies in accordance with the client’s desires.

 

First Quadrant’s portfolio management group also monitors corporate actions, ensuring notifications from custodians and/or information from Bloomberg or other electronic surveillance systems is recorded in our portfolio management and accounting systems.

 

 

1 See Voting Client Proxies section for an explanation of this role.

  

 
 

 

Voting Client Proxies

 

 

When a new portfolio is opened and First Quadrant has ascertained either through language found within the investment management agreement or through written correspondence with the client that First Quadrant is responsible for voting proxies, a letter is sent to the custodian informing them that Glass Lewis will act as First Quadrant’s proxy voting agent and advising them to forward all proxy material pertaining to the portfolio to Glass Lewis for execution. Additionally, on a quarterly basis, First Quadrant provides Glass Lewis with a list of the portfolios for which First Quadrant holds voting authority.

 

Glass Lewis, as proxy voting agent for First Quadrant, is responsible for analyzing and voting each proxy in a timely manner, maintaining records of proxy statements received and votes cast, and providing reports to First Quadrant, upon request, concerning how proxies were voted for a client. First Quadrant’s Client Service Dept. is responsible for: setting up new portfolios; determining which portfolios First Quadrant has proxy voting responsibilities; ensuring the custodians and Glass Lewis are appropriately notified; receiving and forwarding to the Committee, and ultimately Glass Lewis, any direction received from a client to vote a proxy in a specific manner; and maintaining client documentation and any communications received by First Quadrant related to proxy voting, including records of all communications received from clients requesting information on how their proxies were voted and First Quadrant’s responses.

 

With respect to securities out on loan, please refer to Addendum A for specific policies and procedures regarding the voting of proxies.

 

Oversight of GLASS LEWIS

 

 

As First Quadrant retains ultimate responsibility for proxies voted by Glass Lewis, First Quadrant will monitor Glass Lewis proxy voting to ensure it is completed in accordance with the proxy voting guidelines adopted by First Quadrant. This monitoring may be accomplished through discussions with Glass Lewis, reviews, or a combination of these approaches.

 

Conflicts of Interest

 

 

The adoption of the Glass Lewis proxy voting policies provides pre-determined policies for voting proxies and thereby removes conflict of interest that could affect the outcome

 

 
 

 

of a vote. The intent of this policy is to remove any discretion that First Quadrant may have to interpret what is in the best interest of any client or how to vote proxies in cases where First Quadrant has a material conflict of interest or the appearance of a material conflict of interest. Although, no situation under normal circumstances is expected where First Quadrant will retain discretion from Glass Lewis, the Committee will monitor any situation where First Quadrant has any discretion to interpret or vote and will confirm delegation to Glass Lewis if First Quadrant has a material conflict of interest.

 

How to Obtain Voting Information

 

 

To obtain information on how your securities were voted, please contact Sharon Nakayoshi at 626-795-8220 or webmaster@firstquadrant.com. Please specify the portfolio and period of time you would like proxy voting information.

 

ADDENDUM A

 

Securities on Loan

 

Investment advisers are required by the SEC to recall outstanding securities on loan in order to vote on material events, i.e. mergers and acquisitions which are contentious and controversial in nature. Since clients negotiate the terms of their securities lending program, which affords them the insight into the value of recalling outstanding shares of securities on loan, First Quadrant places the burden of the decision of recalling shares on the client and will treat all correspondences from clients affirming their desire to recall shares on loan as requests to First Quadrant’s Client Services Department.

 

In handling such matters, First Quadrant’s Portfolio Engineering Department will, as part of its research function, monitor for and identify occurrences of mergers and acquisitions which are controversial or contentious in nature. Once the occurrence of such mergers and acquisitions have been identified, Client Services will ascertain the appropriate time frame to recall the security, which will then be noted in a letter forwarded to all clients addressing, in particular, clients who have securities out on loan. The letter will request clients whose securities are out on loan to determine whether or not it is of an economic value to them to recall the shares out on loan for purposes of voting the proxy. If a client expresses his/her desire to recall securities out on loan, the client will be asked to provide a contact from their securities lending program to which First Quadrant can direct all recall requests, which will also allow the client to coordinate the recall with the custodial bank directly. Glass Lewis will also be contacted to coordinate any necessary aspects of the recall on its end. Once shares have been recalled, Glass Lewis will vote on the proxy according to the guidelines adopted by First Quadrant.

 

 
 

 

FRANKLIN ADVISERS, INC.

 

PROXY VOTING POLICIES & PROCEDURES

An SEC Compliance Rule Policy and Procedures*

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Franklin Advisers, Inc. (hereinafter "Investment Manager") has delegated its administrative duties with respect to voting proxies for equity securities to the Proxy Group within Franklin Templeton Companies, LLC (the "Proxy Group"), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted.

 

The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the best interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or Undertakings for the Collective Investment of Transferable Securities (“UCITS”) that have properly delegated such responsibility in writing, or, where employee benefit plan assets subject to the Employee Retirement Income Security Act of 1974, as amended, are involved (“ERISA accounts”), in the best interests of the plan participants and beneficiaries (collectively, "Advisory Clients"), unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed the Investment Manager or (ii) the documents otherwise expressly prohibit the Investment Manager from voting proxies. The Investment Manager recognizes that the exercise of voting rights on securities held by ERISA plans for which the Investment Manager has voting responsibility is a fiduciary duty that must be exercised with care, skill, prudence and diligence. The Investment Manager will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager's views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

The Investment Manager has adopted and implemented proxy voting policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of Advisory Clients in accordance with its fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent that the Investment Manager has a subadvisory agreement with an affiliated investment manager (the “Affiliated Subadviser”) with respect to a particular Advisory Client, the Investment Manager may delegate proxy voting responsibility to the Affiliated Subadviser. The Investment Manager’s Proxy Voting Policies and Procedures are substantially similar to those of its affiliated investment managers.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

Fiduciary Considerations

 

* Rule 38a-1 under the Investment Company Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies and Procedures”).

 

 
 

 

All proxies received by the Proxy Group will be voted based upon Investment Manager's instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to Institutional Shareholder Services Inc. ("ISS"), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas and vote recommendations. In addition, the Investment Manager subscribes to ISS’s Proxy Voting Service and Vote Disclosure Service. These services include receipt of proxy ballots, custodian bank relations, account maintenance, vote execution, ballot reconciliation, vote record maintenance, comprehensive reporting capabilities and vote disclosure services. Also, Investment Manager subscribes to Glass, Lewis & Co., LLC ("Glass Lewis"), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Although ISS's and/or Glass Lewis's analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from ISS, Glass Lewis, or any other third party to be determinative of Investment Manager's ultimate decision. Rather, Investment Manager exercises its independent judgment in making voting decisions. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

All conflicts of interest will be resolved in the best interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

1. The issuer is a client 1 of Investment Manager or its affiliates;

 

2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates; 2

 

3. The issuer is an entity participating to a material extent in the distribution of proprietary investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 3

 

4. The issuer is a significant executing broker dealer; 4

 

5. An Access Person 5 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

6. A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 6 of such director or trustee, also serves as an officer or director of the issuer; or

 

7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products that are offered to the public as a direct investment.

 

 

1 For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

2 The top 50 vendors will be considered to present a potential conflict of interest.

3 The top 40 distributors (based on aggregate gross sales) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

4 The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions) will be considered to present a potential conflict of interest.

5 “Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

6 The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152).

 

 
 

 

Nonetheless, even though a potential conflict of interest may exist: (1) the Investment Manager may vote in opposition to the recommendations of an issuer’s management even if contrary to the recommendations of a third party proxy voting research provider; (2) if management has made no recommendations, the Proxy Group may defer to the voting instructions of the Investment Manager; and (3) with respect to shares held by Franklin Resources, Inc. or its affiliates for their own corporate accounts, such shares may be voted without regard to these conflict procedures.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of ISS, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval.

 

Where the Proxy Group refers a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group may determine to vote all shares held by Advisory Clients of the Investment Manager and affiliated Investment Managers in accordance with the instructions of one or more of the Advisory Clients.

 

The Investment Manager may also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting dateThe Investment Manager may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client. The Investment Manager also may be unable to vote, or choose not to vote, a proxy for securities deemed to present a conflict of interest for any of the reasons outlined in the first paragraph of the section of these policies entitled “Proxy Procedures.”

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, ISS, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton registered investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, (“1940 Act”), the rules thereunder, or pursuant to a U.S. Securities and Exchange Commission (“SEC”) exemptive order thereunder; (2) when a Franklin Templeton registered investment company invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the

 

 
 

 

fund’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager's ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company's management in any situation where it determines that the ratification of management's position would adversely affect the investment merits of owning that company's shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and oversight and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from ISS, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager's managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the agenda, ISS and/or Glass Lewis analyses, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest, Investment Manager's research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, ISS and/or Glass Lewis analyses, proxy statements, their knowledge of the company and any other information publicly available.

In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager's research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider or take no action on the meeting.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the best interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

 
 

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager's proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager's organization, including portfolio management, legal counsel, and Investment Manager's officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors : The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company's corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. The Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

In the event of a contested election, the Investment Manager will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents.

 

Ratification of Auditors : Investment Manager will closely scrutinize the independence, role, and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence attributable to the auditors. The Investment Manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

 

Management & Director Compensation : A company's equity-based compensation plan should be in alignment with the shareholders' long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment "evergreen" feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose "golden parachutes" that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors' compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

 
 

 

Investment Manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the company’s remuneration practices.

 

Anti-Takeover Mechanisms and Related Issues : Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients' interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. Investment Manager will closely evaluate shareholder rights' plans on a case-by-case basis to determine whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of "greenmail." Investment Manager usually supports "fair price" provisions and confidential voting. The Investment Manager will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.

 

Changes to Capital Structure : Investment Manager realizes that a company's financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring : Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Environmental, Social and Governance Issues : As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion with regard to social, environmental and ethical issues. Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications. Investment Manager generally supports the right of shareholders to call special meetings and act by written consent. However, Investment Manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources. The Investment Manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if Investment Manager believes that there is evidence of inadequate oversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers. The Investment Manager will consider on a case-by-case basis any well-drafted and reasonable proposals for proxy access considering such factors as the size of the company, ownership thresholds and holding periods, responsiveness of management, intentions of the shareholder proponent, company performance, and shareholder base.

 

 
 

 

Global Corporate Governance : Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager's proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a country’s laws and acceptable practices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to all issuers. As experienced money managers, Investment Manager's analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC and Canadian Securities Administrators (“CSA”) rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings.  Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities.  However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.  In some foreign jurisdictions, even if Investment Manager uses reasonable efforts to vote a proxy on behalf of its Advisory Clients, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which Investment Manager does not have sufficient notice; and (c) the exercise by the issuer of its discretion to reject the vote of Investment Manager. Investment Manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.  Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

There may be instances in certain non-U.S. markets where split voting is not allowed. Split voting occurs when a position held within an account is voted in accordance with two differing instructions. Some markets and/or issuers only allow voting on an entire position and do not accept split voting. In certain cases, when more than one Franklin Templeton Investment Manager has accounts holding shares of an issuer that are held in an omnibus structure, the Proxy Group will seek direction from an appropriate representative of the Advisory Client with multiple Investment Managers (such as the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV)), or the Proxy Group will submit the vote based on the voting instructions provided by the Investment Manager with accounts holding the greatest number of shares of the security within the omnibus structure.

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if "Other Business" is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item as no information has been provided prior to the meeting in order to make an informed decision. Investment Manager may also enter a

 

 
 

 

"withhold" vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

If several issues are bundled together in a single voting item, the Investment Manager will assess the total benefit to shareholders and the extent that such issues should be subject to separate voting proposals.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager's proxy policy:

 

1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority in writing to the Investment Manager. The Proxy Group will periodically review and update this list. If the agreement with an Advisory Client permits the Advisory Client to provide instructions to the Investment Manager regarding how to vote the client’s shares, the Investment Manager will make a best-efforts attempt to vote per the Advisory Client’s instructions.

  

2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded promptly by the Proxy Group in a database to maintain control over such materials.

  

3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from ISS and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst for review and voting instructions.

 

4. In determining how to vote, Investment Manager's analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by ISS, Glass Lewis, or other independent third party providers of proxy services.

 

5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting decision. Such documentation may include, but is not limited to, any information provided by ISS, Glass Lewis, or other proxy service providers and, with respect to an issuer that presents a potential conflict of interest, any board or audit committee memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager and/or legal counsel; however, the relevant research analyst may, but is not required to, maintain additional documentation that was used or created as part of the analysis to reach a voting decision, such as certain financial statements of an issuer, press releases, or notes from discussions with an issuer’s management.

 

6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

7. The Proxy Group will make every effort to submit Investment Manager's vote on all proxies to ISS by the cut-off date. However, in certain foreign jurisdictions or instances where the Proxy Group did not receive sufficient notice of the meeting, the Proxy Group will use its best efforts to send the voting instructions to ISS in time for the vote to be processed.

 

8. With respect to proprietary products, the Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will

 

 
 

 

provide reports for any timeframe requested by an Advisory Client.

 

10. If the Franklin Templeton Services, LLC Global Trade Services learns of a vote on a potentially material event that may affect a security on loan from a proprietary registered investment company, Global Trade Services will notify Investment Manager. If the Investment Manager decides that the vote is material and it would be in the best interests of shareholders to recall the security, the Investment Manager will advise Global Trade Services to contact the custodian bank in an effort to retrieve the security. If so requested by Investment Manager, Global Trade Services shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for proprietary registered investment companies with respect to such loaned securities. However, there can be no guarantee that the securities can be retrieved for such purposes. Global Trade Services will advise the Proxy Group of all recalled securities. Many Advisory Clients have entered into securities lending arrangements with agent lenders to generate additional revenue. Under normal circumstances, the Investment Manager will not make efforts to recall any security on loan for voting purposes on behalf of other Advisory Clients, or notify such clients or their custodians that the Investment Manager or its affiliates have learned of such a vote.

 

11. The Proxy Group participates in Franklin Templeton Investment’s Business Continuity and Disaster Preparedness programs. The Proxy Group will conduct disaster recovery testing on a periodic basis in an effort to ensure continued operations of the Proxy Group in the event of a disaster. Should the Proxy Group not be fully operational, then the Proxy Group will instruct ISS to vote all meetings immediately due per the recommendations of the appropriate third-party proxy voting service provider.

 

12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that each fund’s proxy voting record is available on the Franklin Templeton web site, and will make available the information disclosed in each fund’s Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

13. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

14. The Proxy Group is subject to periodic review by Internal Audit, compliance groups, and external auditors.

 

15. The Proxy Group will review the guidelines of ISS and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

16. The Proxy Group will update the proxy voting policies and procedures as necessary for review and approval by legal, compliance, investment officers, and/or other relevant staff.

 

17. The Proxy Group will familiarize itself with the procedures of ISS that govern the transmission of proxy voting information from the Proxy Group to ISS and periodically review how well this process is functioning. The Proxy Group, in conjunction with the compliance department, will conduct periodic due diligence reviews of ISS and Glass Lewis via on-site visits or by written questionnaires. The Investment Manager reviews the conflicts procedures of ISS and Glass Lewis as part of the periodic due diligence process. The Investment Manager also considers the independence of ISS and Glass Lewis on an on-going basis.

 

18. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

19. At least annually, the Proxy Group will verify that:

 

 
 

 

a. A sampling of proxies received by Franklin Templeton Investments has been voted in a manner consistent with the Proxy Voting Policies and Procedures;

b. A sampling of proxies received by Franklin Templeton Investments has been voted in accordance with the instructions of the Investment Manager;

c. Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted in markets where such disclosures are required by law or regulation; and

d. Timely filings were made with applicable regulators, as required by law or regulation, related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, each written client request for proxy voting policies/records and the Investment Manager’s written response to any client request for such records, and any other relevant information. The Proxy Group may use an outside service such as ISS to support this recordkeeping function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2 nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. The Investment Manager does not disclose to third parties (other than ISS) the proxy voting records of its Advisory Clients, except to the extent such disclosure is required by applicable law or regulation or court order. Advisory Clients may review Investment Manager's proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC.

 

As of January 2, 2014

 

 
 

 

FRANKLIN MUTUAL ADVISERS, LLC

 

PROXY VOTING POLICIES & PROCEDURES

An SEC Compliance Rule Policy and Procedures*

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Franklin Mutual Advisers, LLC (hereinafter "Investment Manager") has delegated its administrative duties with respect to voting proxies for equity securities to the Proxy Group within Franklin Templeton Companies, LLC (the "Proxy Group"), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted.

 

The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the best interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or Undertakings for the Collective Investment of Transferable Securities (“UCITS”) that have properly delegated such responsibility in writing, or, where employee benefit plan assets subject to the Employee Retirement Income Security Act of 1974, as amended, are involved (“ERISA accounts”), in the best interests of the plan participants and beneficiaries (collectively, "Advisory Clients"), unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed the Investment Manager or (ii) the documents otherwise expressly prohibit the Investment Manager from voting proxies. The Investment Manager recognizes that the exercise of voting rights on securities held by ERISA plans for which the Investment Manager has voting responsibility is a fiduciary duty that must be exercised with care, skill, prudence and diligence. The Investment Manager will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager's views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

The Investment Manager has adopted and implemented proxy voting policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of Advisory Clients in accordance with its fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent that the Investment Manager has a subadvisory agreement with an affiliated investment manager (the “Affiliated Subadviser”) with respect to a particular Advisory Client, the Investment Manager may delegate proxy voting responsibility to the Affiliated Subadviser. The Investment Manager’s Proxy Voting Policies and Procedures are substantially similar to those of its affiliated investment managers.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

Fiduciary Considerations

 

* Rule 38a-1 under the Investment Company Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies and Procedures”).

 

 
 

 

All proxies received by the Proxy Group will be voted based upon Investment Manager's instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to Institutional Shareholder Services Inc. ("ISS"), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas and vote recommendations. In addition, the Investment Manager subscribes to ISS’s Proxy Voting Service and Vote Disclosure Service. These services include receipt of proxy ballots, custodian bank relations, account maintenance, vote execution, ballot reconciliation, vote record maintenance, comprehensive reporting capabilities and vote disclosure services. Also, Investment Manager subscribes to Glass, Lewis & Co., LLC ("Glass Lewis"), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Although ISS's and/or Glass Lewis's analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from ISS, Glass Lewis, or any other third party to be determinative of Investment Manager's ultimate decision. Rather, Investment Manager exercises its independent judgment in making voting decisions. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

All conflicts of interest will be resolved in the best interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

1. The issuer is a client 1 of Investment Manager or its affiliates;

 

2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates; 2

 

3. The issuer is an entity participating to a material extent in the distribution of proprietary investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 3

 

4. The issuer is a significant executing broker dealer; 4

 

5. An Access Person 5 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

1 For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

2 The top 50 vendors will be considered to present a potential conflict of interest.

3 The top 40 distributors (based on aggregate gross sales) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

4 The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions) will be considered to present a potential conflict of interest.

5 “Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

 

 
 

 

6. A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 6 of such director or trustee, also serves as an officer or director of the issuer; or

 

7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products that are offered to the public as a direct investment.

 

Nonetheless, even though a potential conflict of interest may exist: (1) the Investment Manager may vote in opposition to the recommendations of an issuer’s management even if contrary to the recommendations of a third party proxy voting research provider; (2) if management has made no recommendations, the Proxy Group may defer to the voting instructions of the Investment Manager; and (3) with respect to shares held by Franklin Resources, Inc. or its affiliates for their own corporate accounts, such shares may be voted without regard to these conflict procedures.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of ISS, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval.

 

Where the Proxy Group refers a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group may determine to vote all shares held by Advisory Clients of the Investment Manager and affiliated Investment Managers in accordance with the instructions of one or more of the Advisory Clients.

 

The Investment Manager may also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting dateThe Investment Manager may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client. The Investment Manager also may be unable to vote, or choose not to vote, a proxy for securities deemed to present a conflict of interest for any of the reasons outlined in the first paragraph of the section of these policies entitled “Proxy Procedures.”

 

6 The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152).

 

 
 

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, ISS, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton registered investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, (“1940 Act”), the rules thereunder, or pursuant to a U.S. Securities and Exchange Commission (“SEC”) exemptive order thereunder; (2) when a Franklin Templeton registered investment company invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the fund’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager's ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company's management in any situation where it determines that the ratification of management's position would adversely affect the investment merits of owning that company's shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and oversight and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from ISS, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager's managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the agenda, ISS and/or Glass Lewis analyses, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest, Investment Manager's research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, ISS and/or Glass Lewis analyses, proxy statements, their knowledge of the company and any other information publicly available.

 

 
 

 

In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager's research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider or take no action on the meeting.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the best interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager's proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager's organization, including portfolio management, legal counsel, and Investment Manager's officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors : The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company's corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. The

 

 
 

 

Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

In the event of a contested election, the Investment Manager will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents.

 

Ratification of Auditors : Investment Manager will closely scrutinize the independence, role, and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence attributable to the auditors. The Investment Manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

 

Management & Director Compensation : A company's equity-based compensation plan should be in alignment with the shareholders' long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment "evergreen" feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose "golden parachutes" that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors' compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

Investment Manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the company’s remuneration practices.

 

Anti-Takeover Mechanisms and Related Issues : Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients' interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. Investment Manager will closely evaluate shareholder rights' plans on a case-by-case basis to determine

 

 
 

 

whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of "greenmail." Investment Manager usually supports "fair price" provisions and confidential voting. The Investment Manager will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.

 

Changes to Capital Structure : Investment Manager realizes that a company's financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring : Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Environmental, Social and Governance Issues : As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion with regard to social, environmental and ethical issues. Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications. Investment Manager generally supports the right of shareholders to call special meetings and act by written consent. However, Investment Manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources. The Investment Manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if Investment Manager believes that there is evidence of inadequate oversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers. The Investment Manager will consider on a case-by-case basis any well-drafted and reasonable proposals for proxy access considering such factors as the size of the company, ownership thresholds and holding periods, responsiveness of management, intentions of the shareholder proponent, company performance, and shareholder base.

 

Global Corporate Governance : Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager's proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a country’s laws and acceptable practices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to all issuers. As

 

 
 

 

experienced money managers, Investment Manager's analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC and Canadian Securities Administrators (“CSA”) rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings.  Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities.  However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.  In some foreign jurisdictions, even if Investment Manager uses reasonable efforts to vote a proxy on behalf of its Advisory Clients, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which Investment Manager does not have sufficient notice; and (c) the exercise by the issuer of its discretion to reject the vote of Investment Manager. Investment Manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.  Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

There may be instances in certain non-U.S. markets where split voting is not allowed. Split voting occurs when a position held within an account is voted in accordance with two differing instructions. Some markets and/or issuers only allow voting on an entire position and do not accept split voting. In certain cases, when more than one Franklin Templeton Investment Manager has accounts holding shares of an issuer that are held in an omnibus structure, the Proxy Group will seek direction from an appropriate representative of the Advisory Client with multiple Investment Managers (such as the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV)), or the Proxy Group will submit the vote based on the voting instructions provided by the Investment Manager with accounts holding the greatest number of shares of the security within the omnibus structure.

 

 
 

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if "Other Business" is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item as no information has been provided prior to the meeting in order to make an informed decision. Investment Manager may also enter a "withhold" vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

If several issues are bundled together in a single voting item, the Investment Manager will assess the total benefit to shareholders and the extent that such issues should be subject to separate voting proposals.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager's proxy policy:

 

1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority in writing to the Investment Manager. The Proxy Group will periodically review and update this list. If the agreement with an Advisory Client permits the Advisory Client to provide instructions to the Investment Manager regarding how to vote the client’s shares, the Investment Manager will make a best-efforts attempt to vote per the Advisory Client’s instructions.

  

2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded promptly by the Proxy Group in a database to maintain control over such materials.

  

3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from ISS and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst for review and voting instructions.

  

4. In determining how to vote, Investment Manager's analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by ISS, Glass Lewis, or other independent third party providers of proxy services.

  

5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting decision. Such documentation may include, but is not limited to, any information provided by ISS, Glass Lewis, or other proxy service providers and, with respect to an issuer that presents a potential conflict of interest, any board or audit committee memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager and/or legal counsel; however, the relevant research analyst may, but is not required to, maintain additional documentation that was used or created as part of the analysis to reach a voting decision, such as certain financial statements of an issuer, press releases, or notes from discussions with an issuer’s management.

 

6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

 
 

 

7. The Proxy Group will make every effort to submit Investment Manager's vote on all proxies to ISS by the cut-off date. However, in certain foreign jurisdictions or instances where the Proxy Group did not receive sufficient notice of the meeting, the Proxy Group will use its best efforts to send the voting instructions to ISS in time for the vote to be processed.

 

8. With respect to proprietary products, the Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by an Advisory Client.

 

10. If the Franklin Templeton Services, LLC Global Trade Services learns of a vote on a potentially material event that may affect a security on loan from a proprietary registered investment company, Global Trade Services will notify Investment Manager. If the Investment Manager decides that the vote is material and it would be in the best interests of shareholders to recall the security, the Investment Manager will advise Global Trade Services to contact the custodian bank in an effort to retrieve the security. If so requested by Investment Manager, Global Trade Services shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for proprietary registered investment companies with respect to such loaned securities. However, there can be no guarantee that the securities can be retrieved for such purposes. Global Trade Services will advise the Proxy Group of all recalled securities. Many Advisory Clients have entered into securities lending arrangements with agent lenders to generate additional revenue. Under normal circumstances, the Investment Manager will not make efforts to recall any security on loan for voting purposes on behalf of other Advisory Clients, or notify such clients or their custodians that the Investment Manager or its affiliates have learned of such a vote.

 

11. The Proxy Group participates in Franklin Templeton Investment’s Business Continuity and Disaster Preparedness programs. The Proxy Group will conduct disaster recovery testing on a periodic basis in an effort to ensure continued operations of the Proxy Group in the event of a disaster. Should the Proxy Group not be fully operational, then the Proxy Group will instruct ISS to vote all meetings immediately due per the recommendations of the appropriate third-party proxy voting service provider.

 

12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that each fund’s proxy voting record is available on the Franklin Templeton web site, and will make available the information disclosed in each fund’s Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

13. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

 
 

 

14. The Proxy Group is subject to periodic review by Internal Audit, compliance groups, and external auditors.

 

15. The Proxy Group will review the guidelines of ISS and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

16. The Proxy Group will update the proxy voting policies and procedures as necessary for review and approval by legal, compliance, investment officers, and/or other relevant staff.

 

17. The Proxy Group will familiarize itself with the procedures of ISS that govern the transmission of proxy voting information from the Proxy Group to ISS and periodically review how well this process is functioning. The Proxy Group, in conjunction with the compliance department, will conduct periodic due diligence reviews of ISS and Glass Lewis via on-site visits or by written questionnaires. The Investment Manager reviews the conflicts procedures of ISS and Glass Lewis as part of the periodic due diligence process. The Investment Manager also considers the independence of ISS and Glass Lewis on an on-going basis.

 

18. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

19. At least annually, the Proxy Group will verify that:
a. A sampling of proxies received by Franklin Templeton Investments has been voted in a manner consistent with the Proxy Voting Policies and Procedures;
b. A sampling of proxies received by Franklin Templeton Investments has been voted in accordance with the instructions of the Investment Manager;
c. Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted in markets where such disclosures are required by law or regulation; and
d. Timely filings were made with applicable regulators, as required by law or regulation, related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, each written client request for proxy voting policies/records and the Investment Manager’s written response to any client request for such records, and any other relevant information. The Proxy Group may use an outside service such as ISS to support this recordkeeping function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2 nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. The Investment Manager does not disclose to third parties (other than ISS) the proxy voting records of its Advisory Clients, except to the extent such disclosure is required by applicable law or regulation or court order. Advisory Clients may review Investment Manager's proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian

 

 
 

 

mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC.

 

As of January 2, 2014

 

 
 

 

FRANKLIN TEMPLETON INVESTMENTS CORP.

 

PROXY VOTING POLICIES & PROCEDURES

An SEC Compliance Rule Policy and Procedures*

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Franklin Templeton Investments Corp. (hereinafter "Investment Manager") has delegated its administrative duties with respect to voting proxies for equity securities to the Proxy Group within Franklin Templeton Companies, LLC (the "Proxy Group"), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted.

 

The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the best interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or Undertakings for the Collective Investment of Transferable Securities (“UCITS”) that have properly delegated such responsibility in writing, or, where employee benefit plan assets subject to the Employee Retirement Income Security Act of 1974, as amended, are involved (“ERISA accounts”), in the best interests of the plan participants and beneficiaries (collectively, "Advisory Clients"), unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed the Investment Manager or (ii) the documents otherwise expressly prohibit the Investment Manager from voting proxies. The Investment Manager recognizes that the exercise of voting rights on securities held by ERISA plans for which the Investment Manager has voting responsibility is a fiduciary duty that must be exercised with care, skill, prudence and diligence. The Investment Manager will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager's views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

The Investment Manager has adopted and implemented proxy voting policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of Advisory Clients in accordance with its fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent that the Investment Manager has a subadvisory agreement with an affiliated investment manager (the “Affiliated Subadviser”) with respect to a particular Advisory Client, the Investment Manager may delegate proxy voting responsibility to the Affiliated Subadviser. The Investment Manager’s Proxy Voting Policies and Procedures are substantially similar to those of its affiliated investment managers.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

* Rule 38a-1 under the Investment Company Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies and Procedures”).

 

 
 

 

Fiduciary Considerations

 

All proxies received by the Proxy Group will be voted based upon Investment Manager's instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to Institutional Shareholder Services Inc. ("ISS"), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas and vote recommendations. In addition, the Investment Manager subscribes to ISS’s Proxy Voting Service and Vote Disclosure Service. These services include receipt of proxy ballots, custodian bank relations, account maintenance, vote execution, ballot reconciliation, vote record maintenance, comprehensive reporting capabilities and vote disclosure services. Also, Investment Manager subscribes to Glass, Lewis & Co., LLC ("Glass Lewis"), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Although ISS's and/or Glass Lewis's analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from ISS, Glass Lewis, or any other third party to be determinative of Investment Manager's ultimate decision. Rather, Investment Manager exercises its independent judgment in making voting decisions. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

All conflicts of interest will be resolved in the best interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

1. The issuer is a client 1 of Investment Manager or its affiliates;

 

2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates; 2

 

3. The issuer is an entity participating to a material extent in the distribution of proprietary investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 3

 

4. The issuer is a significant executing broker dealer; 4

 

5. An Access Person 5 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

1 For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

2 The top 50 vendors will be considered to present a potential conflict of interest.

3 The top 40 distributors (based on aggregate gross sales) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

4 The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions) will be considered to present a potential conflict of interest.

5 “Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

 

 
 

 

6. A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 6 of such director or trustee, also serves as an officer or director of the issuer; or

 

7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products that are offered to the public as a direct investment.

 

Nonetheless, even though a potential conflict of interest may exist: (1) the Investment Manager may vote in opposition to the recommendations of an issuer’s management even if contrary to the recommendations of a third party proxy voting research provider; (2) if management has made no recommendations, the Proxy Group may defer to the voting instructions of the Investment Manager; and (3) with respect to shares held by Franklin Resources, Inc. or its affiliates for their own corporate accounts, such shares may be voted without regard to these conflict procedures.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of ISS, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval.

 

Where the Proxy Group refers a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group may determine to vote all shares held by Advisory Clients of the Investment Manager and affiliated Investment Managers in accordance with the instructions of one or more of the Advisory Clients.

 

The Investment Manager may also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting dateThe Investment Manager may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client. The Investment Manager also may be unable to vote, or choose not to vote, a proxy for securities deemed to present a conflict of interest for any of the reasons outlined in the first paragraph of the section of these policies entitled “Proxy Procedures.”

 

6 The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152).

 

 
 

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, ISS, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton registered investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, (“1940 Act”), the rules thereunder, or pursuant to a U.S. Securities and Exchange Commission (“SEC”) exemptive order thereunder; (2) when a Franklin Templeton registered investment company invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the fund’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager's ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company's management in any situation where it determines that the ratification of management's position would adversely affect the investment merits of owning that company's shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and oversight and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from ISS, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager's managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the agenda, ISS and/or Glass Lewis analyses, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest, Investment Manager's research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, ISS and/or Glass Lewis analyses, proxy statements, their knowledge of the company and any other information publicly available.

 

 
 

 

In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager's research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider or take no action on the meeting.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the best interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager's proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager's organization, including portfolio management, legal counsel, and Investment Manager's officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors : The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company's corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers

 

 
 

 

such factors as corporate governance provisions as well as relative performance. The Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

In the event of a contested election, the Investment Manager will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents.

 

Ratification of Auditors : Investment Manager will closely scrutinize the independence, role, and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence attributable to the auditors. The Investment Manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

 

Management & Director Compensation : A company's equity-based compensation plan should be in alignment with the shareholders' long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment "evergreen" feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose "golden parachutes" that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors' compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

Investment Manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the company’s remuneration practices.

 

Anti-Takeover Mechanisms and Related Issues : Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients' interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. Investment

 

 
 

 

Manager will closely evaluate shareholder rights' plans on a case-by-case basis to determine whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of "greenmail." Investment Manager usually supports "fair price" provisions and confidential voting. The Investment Manager will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.

 

Changes to Capital Structure : Investment Manager realizes that a company's financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring : Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Environmental, Social and Governance Issues : As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion with regard to social, environmental and ethical issues. Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications. Investment Manager generally supports the right of shareholders to call special meetings and act by written consent. However, Investment Manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources. The Investment Manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if Investment Manager believes that there is evidence of inadequate oversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers. The Investment Manager will consider on a case-by-case basis any well-drafted and reasonable proposals for proxy access considering such factors as the size of the company, ownership thresholds and holding periods, responsiveness of management, intentions of the shareholder proponent, company performance, and shareholder base.

 

Global Corporate Governance : Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager's proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a country’s laws and acceptable practices in the markets. As a result, it

 

 
 

 

is on occasion difficult to apply a consistent set of governance practices to all issuers. As experienced money managers, Investment Manager's analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC and Canadian Securities Administrators (“CSA”) rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings.  Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities.  However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.  In some foreign jurisdictions, even if Investment Manager uses reasonable efforts to vote a proxy on behalf of its Advisory Clients, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which Investment Manager does not have sufficient notice; and (c) the exercise by the issuer of its discretion to reject the vote of Investment Manager. Investment Manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.  Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

There may be instances in certain non-U.S. markets where split voting is not allowed. Split voting occurs when a position held within an account is voted in accordance with two differing instructions. Some markets and/or issuers only allow voting on an entire position and do not accept split voting. In certain cases, when more than one Franklin Templeton Investment Manager has accounts holding shares of an issuer that are held in an omnibus structure, the Proxy Group will seek direction from an appropriate representative of the Advisory Client with multiple Investment Managers (such as the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV)), or the Proxy Group will submit the vote based on the voting instructions provided by the Investment Manager with accounts holding the greatest number of shares of the security within the omnibus structure.

 

 
 

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if "Other Business" is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item as no information has been provided prior to the meeting in order to make an informed decision. Investment Manager may also enter a "withhold" vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

If several issues are bundled together in a single voting item, the Investment Manager will assess the total benefit to shareholders and the extent that such issues should be subject to separate voting proposals.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager's proxy policy:

 

1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority in writing to the Investment Manager. The Proxy Group will periodically review and update this list. If the agreement with an Advisory Client permits the Advisory Client to provide instructions to the Investment Manager regarding how to vote the client’s shares, the Investment Manager will make a best-efforts attempt to vote per the Advisory Client’s instructions.

 

2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded promptly by the Proxy Group in a database to maintain control over such materials.

 

3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from ISS and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst for review and voting instructions.

 

4. In determining how to vote, Investment Manager's analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by ISS, Glass Lewis, or other independent third party providers of proxy services.

 

5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting decision. Such documentation may include, but is not limited to, any information provided by ISS, Glass Lewis, or other proxy service providers and, with respect to an issuer that presents a potential conflict of interest, any board or audit committee memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager and/or legal counsel; however, the relevant research analyst may, but is not required to, maintain additional documentation that was used or created as part of the analysis to reach a voting decision, such as certain financial statements of an issuer, press releases, or notes from discussions with an issuer’s management.

 

6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

 
 

 

7. The Proxy Group will make every effort to submit Investment Manager's vote on all proxies to ISS by the cut-off date. However, in certain foreign jurisdictions or instances where the Proxy Group did not receive sufficient notice of the meeting, the Proxy Group will use its best efforts to send the voting instructions to ISS in time for the vote to be processed.

 

8. With respect to proprietary products, the Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by an Advisory Client.

 

10. If the Franklin Templeton Services, LLC Global Trade Services learns of a vote on a potentially material event that may affect a security on loan from a proprietary registered investment company, Global Trade Services will notify Investment Manager. If the Investment Manager decides that the vote is material and it would be in the best interests of shareholders to recall the security, the Investment Manager will advise Global Trade Services to contact the custodian bank in an effort to retrieve the security. If so requested by Investment Manager, Global Trade Services shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for proprietary registered investment companies with respect to such loaned securities. However, there can be no guarantee that the securities can be retrieved for such purposes. Global Trade Services will advise the Proxy Group of all recalled securities. Many Advisory Clients have entered into securities lending arrangements with agent lenders to generate additional revenue. Under normal circumstances, the Investment Manager will not make efforts to recall any security on loan for voting purposes on behalf of other Advisory Clients, or notify such clients or their custodians that the Investment Manager or its affiliates have learned of such a vote.

 

11. The Proxy Group participates in Franklin Templeton Investment’s Business Continuity and Disaster Preparedness programs. The Proxy Group will conduct disaster recovery testing on a periodic basis in an effort to ensure continued operations of the Proxy Group in the event of a disaster. Should the Proxy Group not be fully operational, then the Proxy Group will instruct ISS to vote all meetings immediately due per the recommendations of the appropriate third-party proxy voting service provider.

 

12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that each fund’s proxy voting record is available on the Franklin Templeton web site, and will make available the information disclosed in each fund’s Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

13. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

 
 

 

14. The Proxy Group is subject to periodic review by Internal Audit, compliance groups, and external auditors.

 

15. The Proxy Group will review the guidelines of ISS and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

16. The Proxy Group will update the proxy voting policies and procedures as necessary for review and approval by legal, compliance, investment officers, and/or other relevant staff.

 

17. The Proxy Group will familiarize itself with the procedures of ISS that govern the transmission of proxy voting information from the Proxy Group to ISS and periodically review how well this process is functioning. The Proxy Group, in conjunction with the compliance department, will conduct periodic due diligence reviews of ISS and Glass Lewis via on-site visits or by written questionnaires. The Investment Manager reviews the conflicts procedures of ISS and Glass Lewis as part of the periodic due diligence process. The Investment Manager also considers the independence of ISS and Glass Lewis on an on-going basis.

 

18. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

19. At least annually, the Proxy Group will verify that:

a. A sampling of proxies received by Franklin Templeton Investments has been voted in a manner consistent with the Proxy Voting Policies and Procedures;
b. A sampling of proxies received by Franklin Templeton Investments has been voted in accordance with the instructions of the Investment Manager;
c. Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted in markets where such disclosures are required by law or regulation; and
d. Timely filings were made with applicable regulators, as required by law or regulation, related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, each written client request for proxy voting policies/records and the Investment Manager’s written response to any client request for such records, and any other relevant information. The Proxy Group may use an outside service such as ISS to support this recordkeeping function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2 nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. The Investment Manager does not disclose to third parties (other than ISS) the proxy voting records of its Advisory Clients, except to the extent such disclosure is required by applicable law or regulation or court order. Advisory Clients may review Investment Manager's proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to

 

 
 

 

www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC.

 

As of January 2, 2014

 

 
 

 

TEMPLETON GLOBAL ADVISORS LIMITED

 

PROXY VOTING POLICIES & PROCEDURES

An SEC Compliance Rule Policy and Procedures*

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Templeton Global Advisors Limited (hereinafter "Investment Manager") has delegated its administrative duties with respect to voting proxies for equity securities to the Proxy Group within Franklin Templeton Companies, LLC (the "Proxy Group"), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted.

 

The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the best interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or Undertakings for the Collective Investment of Transferable Securities (“UCITS”) that have properly delegated such responsibility in writing, or, where employee benefit plan assets subject to the Employee Retirement Income Security Act of 1974, as amended, are involved (“ERISA accounts”), in the best interests of the plan participants and beneficiaries (collectively, "Advisory Clients"), unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed the Investment Manager or (ii) the documents otherwise expressly prohibit the Investment Manager from voting proxies. The Investment Manager recognizes that the exercise of voting rights on securities held by ERISA plans for which the Investment Manager has voting responsibility is a fiduciary duty that must be exercised with care, skill, prudence and diligence. The Investment Manager will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager's views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

The Investment Manager has adopted and implemented proxy voting policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of Advisory Clients in accordance with its fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent that the Investment Manager has a subadvisory agreement with an affiliated investment manager (the “Affiliated Subadviser”) with respect to a particular Advisory Client, the Investment Manager may delegate proxy voting responsibility to the Affiliated Subadviser. The Investment Manager’s Proxy Voting Policies and Procedures are substantially similar to those of its affiliated investment managers.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

Fiduciary Considerations

 

* Rule 38a-1 under the Investment Company Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies and Procedures”).

 

 
 

 

All proxies received by the Proxy Group will be voted based upon Investment Manager's instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to Institutional Shareholder Services Inc. ("ISS"), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas and vote recommendations. In addition, the Investment Manager subscribes to ISS’s Proxy Voting Service and Vote Disclosure Service. These services include receipt of proxy ballots, custodian bank relations, account maintenance, vote execution, ballot reconciliation, vote record maintenance, comprehensive reporting capabilities and vote disclosure services. Also, Investment Manager subscribes to Glass, Lewis & Co., LLC ("Glass Lewis"), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Although ISS's and/or Glass Lewis's analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from ISS, Glass Lewis, or any other third party to be determinative of Investment Manager's ultimate decision. Rather, Investment Manager exercises its independent judgment in making voting decisions. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

All conflicts of interest will be resolved in the best interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

1. The issuer is a client 1 of Investment Manager or its affiliates;

 

2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates; 2

 

3. The issuer is an entity participating to a material extent in the distribution of proprietary investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 3

 

4. The issuer is a significant executing broker dealer; 4

 

5. An Access Person 5 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

1 For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

2 The top 50 vendors will be considered to present a potential conflict of interest.

3 The top 40 distributors (based on aggregate gross sales) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

4 The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions) will be considered to present a potential conflict of interest.

5 “Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

 

 
 

 

6. A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 6 of such director or trustee, also serves as an officer or director of the issuer; or

 

7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products that are offered to the public as a direct investment.

 

Nonetheless, even though a potential conflict of interest may exist: (1) the Investment Manager may vote in opposition to the recommendations of an issuer’s management even if contrary to the recommendations of a third party proxy voting research provider; (2) if management has made no recommendations, the Proxy Group may defer to the voting instructions of the Investment Manager; and (3) with respect to shares held by Franklin Resources, Inc. or its affiliates for their own corporate accounts, such shares may be voted without regard to these conflict procedures.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of ISS, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval.

 

Where the Proxy Group refers a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group may determine to vote all shares held by Advisory Clients of the Investment Manager and affiliated Investment Managers in accordance with the instructions of one or more of the Advisory Clients.

 

The Investment Manager may also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting dateThe Investment Manager may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client. The Investment Manager also may be unable to vote, or choose not to vote, a proxy for securities deemed to present a conflict of interest for any of the reasons outlined in the first paragraph of the section of these policies entitled “Proxy Procedures.”

 

6 The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152).

 

 
 

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, ISS, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton registered investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, (“1940 Act”), the rules thereunder, or pursuant to a U.S. Securities and Exchange Commission (“SEC”) exemptive order thereunder; (2) when a Franklin Templeton registered investment company invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the fund’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager's ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company's management in any situation where it determines that the ratification of management's position would adversely affect the investment merits of owning that company's shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and oversight and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from ISS, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager's managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the agenda, ISS and/or Glass Lewis analyses, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest, Investment Manager's research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, ISS and/or Glass Lewis analyses, proxy statements, their knowledge of the company and any other information publicly available.

 

 
 

 

In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager's research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider or take no action on the meeting.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the best interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager's proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager's organization, including portfolio management, legal counsel, and Investment Manager's officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors : The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company's corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. The

 

 
 

 

Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

In the event of a contested election, the Investment Manager will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents.

 

Ratification of Auditors : Investment Manager will closely scrutinize the independence, role, and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence attributable to the auditors. The Investment Manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

 

Management & Director Compensation : A company's equity-based compensation plan should be in alignment with the shareholders' long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment "evergreen" feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose "golden parachutes" that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors' compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

Investment Manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the company’s remuneration practices.

 

Anti-Takeover Mechanisms and Related Issues : Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients' interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. Investment Manager will closely evaluate shareholder rights' plans on a case-by-case basis to determine

 

 
 

 

whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of "greenmail." Investment Manager usually supports "fair price" provisions and confidential voting. The Investment Manager will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.

 

Changes to Capital Structure : Investment Manager realizes that a company's financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring : Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Environmental, Social and Governance Issues : As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion with regard to social, environmental and ethical issues. Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications. Investment Manager generally supports the right of shareholders to call special meetings and act by written consent. However, Investment Manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources. The Investment Manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if Investment Manager believes that there is evidence of inadequate oversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers. The Investment Manager will consider on a case-by-case basis any well-drafted and reasonable proposals for proxy access considering such factors as the size of the company, ownership thresholds and holding periods, responsiveness of management, intentions of the shareholder proponent, company performance, and shareholder base.

 

Global Corporate Governance : Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager's proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a country’s laws and acceptable practices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to all issuers. As

 

 
 

 

experienced money managers, Investment Manager's analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC and Canadian Securities Administrators (“CSA”) rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings.  Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities.  However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.  In some foreign jurisdictions, even if Investment Manager uses reasonable efforts to vote a proxy on behalf of its Advisory Clients, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which Investment Manager does not have sufficient notice; and (c) the exercise by the issuer of its discretion to reject the vote of Investment Manager. Investment Manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.  Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

There may be instances in certain non-U.S. markets where split voting is not allowed. Split voting occurs when a position held within an account is voted in accordance with two differing instructions. Some markets and/or issuers only allow voting on an entire position and do not accept split voting. In certain cases, when more than one Franklin Templeton Investment Manager has accounts holding shares of an issuer that are held in an omnibus structure, the Proxy Group will seek direction from an appropriate representative of the Advisory Client with multiple Investment Managers (such as the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV)), or the Proxy Group will submit the vote based on the voting instructions provided by the Investment Manager with accounts holding the greatest number of shares of the security within the omnibus structure.

 

 
 

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if "Other Business" is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item as no information has been provided prior to the meeting in order to make an informed decision. Investment Manager may also enter a "withhold" vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

If several issues are bundled together in a single voting item, the Investment Manager will assess the total benefit to shareholders and the extent that such issues should be subject to separate voting proposals.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager's proxy policy:

 

1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority in writing to the Investment Manager. The Proxy Group will periodically review and update this list. If the agreement with an Advisory Client permits the Advisory Client to provide instructions to the Investment Manager regarding how to vote the client’s shares, the Investment Manager will make a best-efforts attempt to vote per the Advisory Client’s instructions.

 

2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded promptly by the Proxy Group in a database to maintain control over such materials.

 

3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from ISS and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst for review and voting instructions.

 

4. In determining how to vote, Investment Manager's analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by ISS, Glass Lewis, or other independent third party providers of proxy services.

 

5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting decision. Such documentation may include, but is not limited to, any information provided by ISS, Glass Lewis, or other proxy service providers and, with respect to an issuer that presents a potential conflict of interest, any board or audit committee memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager and/or legal counsel; however, the relevant research analyst may, but is not required to, maintain additional documentation that was used or created as part of the analysis to reach a voting decision, such as certain financial statements of an issuer, press releases, or notes from discussions with an issuer’s management.

 

6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

 
 

 

7. The Proxy Group will make every effort to submit Investment Manager's vote on all proxies to ISS by the cut-off date. However, in certain foreign jurisdictions or instances where the Proxy Group did not receive sufficient notice of the meeting, the Proxy Group will use its best efforts to send the voting instructions to ISS in time for the vote to be processed.

 

8. With respect to proprietary products, the Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by an Advisory Client.

 

10. If the Franklin Templeton Services, LLC Global Trade Services learns of a vote on a potentially material event that may affect a security on loan from a proprietary registered investment company, Global Trade Services will notify Investment Manager. If the Investment Manager decides that the vote is material and it would be in the best interests of shareholders to recall the security, the Investment Manager will advise Global Trade Services to contact the custodian bank in an effort to retrieve the security. If so requested by Investment Manager, Global Trade Services shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for proprietary registered investment companies with respect to such loaned securities. However, there can be no guarantee that the securities can be retrieved for such purposes. Global Trade Services will advise the Proxy Group of all recalled securities. Many Advisory Clients have entered into securities lending arrangements with agent lenders to generate additional revenue. Under normal circumstances, the Investment Manager will not make efforts to recall any security on loan for voting purposes on behalf of other Advisory Clients, or notify such clients or their custodians that the Investment Manager or its affiliates have learned of such a vote.

 

11. The Proxy Group participates in Franklin Templeton Investment’s Business Continuity and Disaster Preparedness programs. The Proxy Group will conduct disaster recovery testing on a periodic basis in an effort to ensure continued operations of the Proxy Group in the event of a disaster. Should the Proxy Group not be fully operational, then the Proxy Group will instruct ISS to vote all meetings immediately due per the recommendations of the appropriate third-party proxy voting service provider.

 

12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that each fund’s proxy voting record is available on the Franklin Templeton web site, and will make available the information disclosed in each fund’s Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

13. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

 
 

 

14. The Proxy Group is subject to periodic review by Internal Audit, compliance groups, and external auditors.

 

15. The Proxy Group will review the guidelines of ISS and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

16. The Proxy Group will update the proxy voting policies and procedures as necessary for review and approval by legal, compliance, investment officers, and/or other relevant staff.

 

17. The Proxy Group will familiarize itself with the procedures of ISS that govern the transmission of proxy voting information from the Proxy Group to ISS and periodically review how well this process is functioning. The Proxy Group, in conjunction with the compliance department, will conduct periodic due diligence reviews of ISS and Glass Lewis via on-site visits or by written questionnaires. The Investment Manager reviews the conflicts procedures of ISS and Glass Lewis as part of the periodic due diligence process. The Investment Manager also considers the independence of ISS and Glass Lewis on an on-going basis.

 

18. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

19. At least annually, the Proxy Group will verify that:

 

a. A sampling of proxies received by Franklin Templeton Investments has been voted in a manner consistent with the Proxy Voting Policies and Procedures;
b. A sampling of proxies received by Franklin Templeton Investments has been voted in accordance with the instructions of the Investment Manager;
c. Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted in markets where such disclosures are required by law or regulation; and
d. Timely filings were made with applicable regulators, as required by law or regulation, related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, each written client request for proxy voting policies/records and the Investment Manager’s written response to any client request for such records, and any other relevant information. The Proxy Group may use an outside service such as ISS to support this recordkeeping function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2 nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. The Investment Manager does not disclose to third parties (other than ISS) the proxy voting records of its Advisory Clients, except to the extent such disclosure is required by applicable law or regulation or court order. Advisory Clients may review Investment Manager's proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to

 

 
 

 

www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC.

 

As of January 2, 2014

 

 
 

 

TEMPLETON INVESTMENT COUNSEL, LLC

 

PROXY VOTING POLICIES & PROCEDURES

An SEC Compliance Rule Policy and Procedures*

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Templeton Investment Counsel, LLC (hereinafter "Investment Manager") has delegated its administrative duties with respect to voting proxies for equity securities to the Proxy Group within Franklin Templeton Companies, LLC (the "Proxy Group"), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted.

 

The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the best interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or Undertakings for the Collective Investment of Transferable Securities (“UCITS”) that have properly delegated such responsibility in writing, or, where employee benefit plan assets subject to the Employee Retirement Income Security Act of 1974, as amended, are involved (“ERISA accounts”), in the best interests of the plan participants and beneficiaries (collectively, "Advisory Clients"), unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed the Investment Manager or (ii) the documents otherwise expressly prohibit the Investment Manager from voting proxies. The Investment Manager recognizes that the exercise of voting rights on securities held by ERISA plans for which the Investment Manager has voting responsibility is a fiduciary duty that must be exercised with care, skill, prudence and diligence. The Investment Manager will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager's views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

The Investment Manager has adopted and implemented proxy voting policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of Advisory Clients in accordance with its fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent that the Investment Manager has a subadvisory agreement with an affiliated investment manager (the “Affiliated Subadviser”) with respect to a particular Advisory Client, the Investment Manager may delegate proxy voting responsibility to the Affiliated Subadviser. The Investment Manager’s Proxy Voting Policies and Procedures are substantially similar to those of its affiliated investment managers.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

* Rule 38a-1 under the Investment Company Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies and Procedures”).

 

 
 

 

Fiduciary Considerations

 

All proxies received by the Proxy Group will be voted based upon Investment Manager's instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to Institutional Shareholder Services Inc. ("ISS"), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas and vote recommendations. In addition, the Investment Manager subscribes to ISS’s Proxy Voting Service and Vote Disclosure Service. These services include receipt of proxy ballots, custodian bank relations, account maintenance, vote execution, ballot reconciliation, vote record maintenance, comprehensive reporting capabilities and vote disclosure services. Also, Investment Manager subscribes to Glass, Lewis & Co., LLC ("Glass Lewis"), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Although ISS's and/or Glass Lewis's analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from ISS, Glass Lewis, or any other third party to be determinative of Investment Manager's ultimate decision. Rather, Investment Manager exercises its independent judgment in making voting decisions. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

All conflicts of interest will be resolved in the best interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

1. The issuer is a client 1 of Investment Manager or its affiliates;

 

2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates; 2

 

3. The issuer is an entity participating to a material extent in the distribution of proprietary investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 3

 

4. The issuer is a significant executing broker dealer; 4

 

5. An Access Person 5 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

1 For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

2 The top 50 vendors will be considered to present a potential conflict of interest.

3 The top 40 distributors (based on aggregate gross sales) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

4 The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions) will be considered to present a potential conflict of interest.

5 “Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

 

 
 

 

6. A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 6 of such director or trustee, also serves as an officer or director of the issuer; or

 

7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products that are offered to the public as a direct investment.

 

Nonetheless, even though a potential conflict of interest may exist: (1) the Investment Manager may vote in opposition to the recommendations of an issuer’s management even if contrary to the recommendations of a third party proxy voting research provider; (2) if management has made no recommendations, the Proxy Group may defer to the voting instructions of the Investment Manager; and (3) with respect to shares held by Franklin Resources, Inc. or its affiliates for their own corporate accounts, such shares may be voted without regard to these conflict procedures.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of ISS, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval.

 

Where the Proxy Group refers a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group may determine to vote all shares held by Advisory Clients of the Investment Manager and affiliated Investment Managers in accordance with the instructions of one or more of the Advisory Clients.

 

The Investment Manager may also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting dateThe Investment Manager may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client. The Investment Manager also may be unable to vote, or choose not to vote, a proxy for securities deemed to present a conflict of interest for any of the reasons outlined in the first paragraph of the section of these policies entitled “Proxy Procedures.”

 

6 The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152).

 

 
 

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, ISS, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton registered investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, (“1940 Act”), the rules thereunder, or pursuant to a U.S. Securities and Exchange Commission (“SEC”) exemptive order thereunder; (2) when a Franklin Templeton registered investment company invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the fund’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager's ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company's management in any situation where it determines that the ratification of management's position would adversely affect the investment merits of owning that company's shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and oversight and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from ISS, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager's managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the agenda, ISS and/or Glass Lewis analyses, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest, Investment Manager's research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, ISS and/or Glass Lewis analyses, proxy statements, their knowledge of the company and any other information publicly available.

 

 
 

 

In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager's research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider or take no action on the meeting.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the best interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager's proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager's organization, including portfolio management, legal counsel, and Investment Manager's officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors : The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company's corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers

 

 
 

 

such factors as corporate governance provisions as well as relative performance. The Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

In the event of a contested election, the Investment Manager will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents.

 

Ratification of Auditors : Investment Manager will closely scrutinize the independence, role, and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence attributable to the auditors. The Investment Manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

 

Management & Director Compensation : A company's equity-based compensation plan should be in alignment with the shareholders' long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment "evergreen" feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose "golden parachutes" that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors' compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

Investment Manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the company’s remuneration practices.

 

Anti-Takeover Mechanisms and Related Issues : Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients' interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. Investment

 

 
 

 

Manager will closely evaluate shareholder rights' plans on a case-by-case basis to determine whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of "greenmail." Investment Manager usually supports "fair price" provisions and confidential voting. The Investment Manager will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.

 

Changes to Capital Structure : Investment Manager realizes that a company's financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring : Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Environmental, Social and Governance Issues : As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion with regard to social, environmental and ethical issues. Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications. Investment Manager generally supports the right of shareholders to call special meetings and act by written consent. However, Investment Manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources. The Investment Manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if Investment Manager believes that there is evidence of inadequate oversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers. The Investment Manager will consider on a case-by-case basis any well-drafted and reasonable proposals for proxy access considering such factors as the size of the company, ownership thresholds and holding periods, responsiveness of management, intentions of the shareholder proponent, company performance, and shareholder base.

 

Global Corporate Governance : Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager's proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a country’s laws and acceptable practices in the markets. As a result, it

 

 
 

 

is on occasion difficult to apply a consistent set of governance practices to all issuers. As experienced money managers, Investment Manager's analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC and Canadian Securities Administrators (“CSA”) rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings.  Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities.  However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.  In some foreign jurisdictions, even if Investment Manager uses reasonable efforts to vote a proxy on behalf of its Advisory Clients, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which Investment Manager does not have sufficient notice; and (c) the exercise by the issuer of its discretion to reject the vote of Investment Manager. Investment Manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.  Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

There may be instances in certain non-U.S. markets where split voting is not allowed. Split voting occurs when a position held within an account is voted in accordance with two differing instructions. Some markets and/or issuers only allow voting on an entire position and do not accept split voting. In certain cases, when more than one Franklin Templeton Investment Manager has accounts holding shares of an issuer that are held in an omnibus structure, the Proxy Group will seek direction from an appropriate representative of the Advisory Client with multiple Investment Managers (such as the conducting officer in the case of an open-ended collective investment scheme formed as a Société d'investissement à capital variable (SICAV)), or the Proxy Group will submit the vote based on the voting instructions provided by the Investment Manager with accounts holding the greatest number of shares of the security within the omnibus structure.

 

 
 

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if "Other Business" is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item as no information has been provided prior to the meeting in order to make an informed decision. Investment Manager may also enter a "withhold" vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

If several issues are bundled together in a single voting item, the Investment Manager will assess the total benefit to shareholders and the extent that such issues should be subject to separate voting proposals.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager's proxy policy:

 

1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority in writing to the Investment Manager. The Proxy Group will periodically review and update this list. If the agreement with an Advisory Client permits the Advisory Client to provide instructions to the Investment Manager regarding how to vote the client’s shares, the Investment Manager will make a best-efforts attempt to vote per the Advisory Client’s instructions.

 

2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded promptly by the Proxy Group in a database to maintain control over such materials.

 

3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from ISS and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst for review and voting instructions.

 

4. In determining how to vote, Investment Manager's analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by ISS, Glass Lewis, or other independent third party providers of proxy services.

 

5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting decision. Such documentation may include, but is not limited to, any information provided by ISS, Glass Lewis, or other proxy service providers and, with respect to an issuer that presents a potential conflict of interest, any board or audit committee memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager and/or legal counsel; however, the relevant research analyst may, but is not required to, maintain additional documentation that was used or created as part of the analysis to reach a voting decision, such as certain financial statements of an issuer, press releases, or notes from discussions with an issuer’s management.

 

6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

 
 

 

7. The Proxy Group will make every effort to submit Investment Manager's vote on all proxies to ISS by the cut-off date. However, in certain foreign jurisdictions or instances where the Proxy Group did not receive sufficient notice of the meeting, the Proxy Group will use its best efforts to send the voting instructions to ISS in time for the vote to be processed.

 

8. With respect to proprietary products, the Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by an Advisory Client.

 

10. If the Franklin Templeton Services, LLC Global Trade Services learns of a vote on a potentially material event that may affect a security on loan from a proprietary registered investment company, Global Trade Services will notify Investment Manager. If the Investment Manager decides that the vote is material and it would be in the best interests of shareholders to recall the security, the Investment Manager will advise Global Trade Services to contact the custodian bank in an effort to retrieve the security. If so requested by Investment Manager, Global Trade Services shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for proprietary registered investment companies with respect to such loaned securities. However, there can be no guarantee that the securities can be retrieved for such purposes. Global Trade Services will advise the Proxy Group of all recalled securities. Many Advisory Clients have entered into securities lending arrangements with agent lenders to generate additional revenue. Under normal circumstances, the Investment Manager will not make efforts to recall any security on loan for voting purposes on behalf of other Advisory Clients, or notify such clients or their custodians that the Investment Manager or its affiliates have learned of such a vote.

 

11. The Proxy Group participates in Franklin Templeton Investment’s Business Continuity and Disaster Preparedness programs. The Proxy Group will conduct disaster recovery testing on a periodic basis in an effort to ensure continued operations of the Proxy Group in the event of a disaster. Should the Proxy Group not be fully operational, then the Proxy Group will instruct ISS to vote all meetings immediately due per the recommendations of the appropriate third-party proxy voting service provider.

 

12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that each fund’s proxy voting record is available on the Franklin Templeton web site, and will make available the information disclosed in each fund’s Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

13. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

 
 

 

14. The Proxy Group is subject to periodic review by Internal Audit, compliance groups, and external auditors.

 

15. The Proxy Group will review the guidelines of ISS and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

16. The Proxy Group will update the proxy voting policies and procedures as necessary for review and approval by legal, compliance, investment officers, and/or other relevant staff.

 

17. The Proxy Group will familiarize itself with the procedures of ISS that govern the transmission of proxy voting information from the Proxy Group to ISS and periodically review how well this process is functioning. The Proxy Group, in conjunction with the compliance department, will conduct periodic due diligence reviews of ISS and Glass Lewis via on-site visits or by written questionnaires. The Investment Manager reviews the conflicts procedures of ISS and Glass Lewis as part of the periodic due diligence process. The Investment Manager also considers the independence of ISS and Glass Lewis on an on-going basis.

 

18. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

19. At least annually, the Proxy Group will verify that:

 

a. A sampling of proxies received by Franklin Templeton Investments has been voted in a manner consistent with the Proxy Voting Policies and Procedures;
b. A sampling of proxies received by Franklin Templeton Investments has been voted in accordance with the instructions of the Investment Manager;
c. Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted in markets where such disclosures are required by law or regulation; and
d. Timely filings were made with applicable regulators, as required by law or regulation, related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, each written client request for proxy voting policies/records and the Investment Manager’s written response to any client request for such records, and any other relevant information. The Proxy Group may use an outside service such as ISS to support this recordkeeping function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2 nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. The Investment Manager does not disclose to third parties (other than ISS) the proxy voting records of its Advisory Clients, except to the extent such disclosure is required by applicable law or regulation or court order. Advisory Clients may review Investment Manager's proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to

 

 
 

 

www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC.

 

As of January 2, 2014

 

 
 

 

GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC

GMO AUSTRALASIA LLC

GMO AUSTRALIA LTD.

GMO SINGAPORE PTE LTD.

(TOGETHER “GMO”)

 

PROXY VOTING POLICIES AND PROCEDURES

 

Amended and Restated as of May 12, 2011

Amended as of December 12, 2011 and October 22, 2013

 

I. Introduction and General Principles

 

GMO provides investment advisory services primarily to institutional, including both ERISA and non-ERISA clients, and commercial clients. GMO understands that proxy voting is an integral aspect of security ownership. Accordingly, in cases where GMO has been delegated authority to vote proxies, that function must be conducted with the same degree of prudence and loyalty accorded any fiduciary or other obligation of an investment manager.

 

This policy permits clients of GMO to: (1) delegate to GMO the responsibility and authority to vote proxies on their behalf according to GMO’s proxy voting polices and guidelines; (2) delegate to GMO the responsibility and authority to vote proxies on their behalf according to the particular client’s own proxy voting policies and guidelines; or (3) elect to vote proxies themselves. In instances where clients elect to vote their own proxies, GMO shall not be responsible for voting proxies on behalf of such clients.

 

GMO believes that the following policies and procedures are reasonably designed to ensure that proxy matters are conducted in the best interest of its clients, in accordance with GMO’s fiduciary duties, applicable rules under the Investment Advisers Act of 1940 and fiduciary standards and responsibilities for ERISA clients set out in the Department of Labor interpretations.

 

II. Proxy Voting Guidelines

 

GMO has engaged Institutional Shareholder Services Group, Inc. (“ISS”) as its proxy voting agent to:

 

(1) research and make voting recommendations or, for matters for which GMO has so delegated, to make the voting determinations;

 

(2) ensure that proxies are voted and submitted in a timely manner;

 

(3) handle other administrative functions of proxy voting;

 

(4) maintain records of proxy statements received in connection with proxy votes and provide copies of such proxy statements promptly upon request;

 

(5) maintain records of votes cast; and

 

 
 

 

(6) provide recommendations with respect to proxy voting matters in general.

 

Proxies generally will be voted in accordance with the voting recommendations contained in the applicable domestic or global ISS Proxy Voting Manual, as in effect from time to time, subject to such modifications as may be determined by GMO (as described below). Copies of concise summaries of the current domestic and global ISS proxy voting guidelines are attached to these Proxy Voting Policies and Procedures as Exhibit A. To the extent GMO determines to adopt proxy voting guidelines that differ from the ISS proxy voting recommendations, such guidelines will be set forth on Exhibit B and proxies with respect to such matters will be voted in accordance with the guidelines set forth on Exhibit B. GMO reserves the right to modify any of the recommendations set forth in the ISS Proxy Voting Manual in the future. If any such changes are made, an amended Exhibit B to these Proxy Voting Policies and Procedures will be made available for clients.

 

Except in instances where a GMO client retains voting authority, GMO will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to ISS.

 

In certain non-U.S. markets, shareholders who vote proxies of a non-U.S. issuer may not be able to trade in the issuer’s stock for a period of time around the shareholder meeting date. In addition, there may be other costs or impediments to voting proxies in certain non-U.S. markets (e.g., receiving adequate notice, arranging for a proxy, and re-registration requirements). In non-U.S. markets with the foregoing attributes, GMO generally will determine to not vote proxies unless it believes that the potential benefits to the client of voting outweigh the impairment of portfolio management flexibility and the expected costs/impediments associated with voting. In addition, if a portfolio security is out on loan, GMO generally will not arrange to have the security recalled or to exercise voting rights associated with the security unless GMO both (1) receives adequate notice of a proposal upon which shareholders are being asked to vote (which GMO often does not receive, particularly in the case of non-U.S. issuers) and (2) GMO believes that the benefits to the client of voting on such proposal outweigh the benefits to the client of having the security remain out on loan. GMO may use third-party service providers to assist it in identifying and evaluating proposals, and to assist it in recalling loaned securities for proxy voting purposes.

 

III. Proxy Voting Procedures

 

GMO has a Corporate Actions Group with responsibility for administering the proxy voting process, including:

 

1. Implementing and updating the applicable domestic and global ISS proxy voting guidelines set forth in the ISS Proxy Voting Manual, as modified from time to time by Exhibit B hereto;

 

2. Overseeing the proxy voting process; and

 

3. Providing periodic reports to GMO’s Compliance Department and clients as requested.

 

 
 

 

There may be circumstances under which a portfolio manager or other GMO investment professional (“GMO Investment Professional”) believes that it is in the best interest of a client or clients to vote proxies in a manner inconsistent with the proxy voting guidelines described in Section II. In such an event, the GMO Investment Professional will inform GMO’s Corporate Actions Group of its decision to vote such proxy in a manner inconsistent with the proxy voting guidelines described in Section II.

 

IV. Conflicts of Interest

 

As ISS will vote proxies in accordance with the proxy voting guidelines described in Section II, GMO believes that this process is reasonably designed to address conflicts of interest that may arise between GMO and a client as to how proxies are voted.

 

In addition, if GMO is aware that one of the following conditions exists with respect to a proxy, GMO shall consider such event a potential material conflict of interest:

 

1. GMO has a business relationship or potential relationship with the issuer;

 

2. GMO has a business relationship with the proponent of the proxy proposal; or

 

3. GMO members, employees or consultants have a personal or other business relationship with the participants in the proxy contest, such as corporate directors or director candidates.

 

In the event of a potential material conflict of interest, GMO will (i) vote such proxy according to Exhibit B (if applicable) or the specific recommendation of ISS; (ii) seek instructions from the client or request that the client votes such proxy, or (iii) abstain. All such instances shall be reported to GMO’s Compliance Department at least quarterly.

 

V. Special Procedures for Voting Shares of GMO Trust

 

GMO’s responsibility and authority to vote proxies on behalf of its clients for shares of GMO Trust, a family of registered mutual funds for which GMO serves as the investment adviser, may give rise to conflicts of interest. Accordingly, GMO will (i) vote such proxies in the best interests of its clients with respect to routine matters, including proxies relating to the election of Trustees; and (ii) with respect to matters where a conflict of interest exists between GMO and GMO Trust, such as proxies relating to a new or amended investment management contract between GMO Trust and GMO, or a re-organization of a series of GMO Trust, GMO will either (a) vote such proxies in the same proportion as the votes cast with respect to that proxy, or (b) seek instructions from its clients and vote on accordance with those instructions.

 

VI. Special Procedures for Voting Shares of GMO Series Trust

 

GMO also serves as investment adviser for the GMO Series Trust family of registered mutual funds. Each series of GMO Series Trust is a “Feeder Fund” investing substantially of its assets in shares of a corresponding series of GMO Trust (each a “Master Fund”) in reliance on Section 12(d)(1)(E) of the Investment Company Act of 1940 (the “1940 Act”). In accordance with Section 12(d)(1)(E) of the 1940 Act, GMO will either (i) seek instructions from a Feeder Fund’s

 

 
 

 

holders with regard to the voting of all proxies with respect to the Feeder Fund’s shares in the corresponding Master Fund and vote such proxies only in accordance with such instructions, or (ii) vote the shares of the corresponding Master Fund held by a Feeder Fund in the same proportion as the vote of all other holders of the Master Fund.

 

VII. Recordkeeping

 

GMO will maintain records relating to the implementation of these proxy voting policies and procedures, including:

 

(1) a copy of these policies and procedures which shall be made available to clients, upon request;

 

(2) a record of each vote cast (which ISS maintains on GMO’s behalf); and

 

(3) each written client request for proxy records and GMO’s written response to any client request for such records.

 

Such proxy voting records shall be maintained for a period of five years.

 

VIII. Disclosure

 

Except as otherwise required by law, GMO has a general policy of not disclosing to any issuer or third party how GMO or its voting delegate voted a client’s proxy.

 

 
 

 

Exhibit A

 

[Concise Summaries of the ISS Proxy Voting Guidelines]

 

 
 

 

Exhibit B (as amended February 2, 2009)

 

Modifications to recommendations set forth in the ISS Proxy Voting Manual

 

Shareholder Ability to Act by Written Consent

 

Vote FOR proposals to restrict or prohibit shareholder activity to take action by written consent.

 

Vote AGAINST proposals to allow or make easier shareholder action by written consent.

 

Cumulative Voting

 

Vote FOR proposals to eliminate cumulative voting.

 

Vote AGAINST proposals to restore or provide for cumulative voting.

 

Incumbent Director Nominees

 

Vote WITH management’s recommendations regarding incumbent director nominees.

 

 
 

 

 

 

I.1.           PROXY POLICIES AND PROCEDURES – INVESCO ADVISERS

 

Applicable to All Advisory Clients, including the Invesco Funds
Risk Addressed by Policy breach of fiduciary duty to client under Investment Advisers Act of 1940 by placing Invesco personal interests ahead of client best economic interests in voting proxies
Relevant Law and Other Sources Investment Advisers Act of 1940
Last Revised by Compliance for Accuracy November, 2013
Policy/Procedure Owner Advisory Compliance
Policy Approver Invesco Advisers, Inc. Invesco Funds Board, Invesco Funds (Chicago) Board
Approved/Adopted Date November, 2013

 

The following policies and procedures apply to all institutional and retail funds and accounts (collectively, the “Accounts”) managed by Invesco Advisers, Inc. ("Invesco").

 

A.  GUIDING PRINCIPLES

 

Invesco may be authorized by its clients, including the funds it manages (“Clients”), to vote proxies appurtenant to the securities owned by such Clients. If so authorized, Invesco carries out this responsibility by voting proxies in a manner reasonably designed to maximize the economic interests of its Clients and to minimize any real or perceived conflicts of interest. Invesco may determine not to vote proxies if it determines that the cost or restrictions placed on a Client are outweighed by the benefit to such Client of voting the proxy.

 

Invesco is guided by the following principles:

 

· Invesco votes for proposals that maximize long-term shareholder value.

 

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· Invesco believes in corporate accountability and supports governance structures reinforcing management’s accountability to the board of directors and a board of directors’ accountability to shareholders.

 

· In addition to the performance driven considerations noted above, Invesco believes that environmental, social and corporate governance proposals can influence long-term shareholder value and should be voted in a manner where such long-term shareholder value is maximized.

  

B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES

 

Proxy administration

 

Guided by its philosophy that proxy voting is an asset that is to be managed by each investment team, consistent with each team’s view as to the best economic interest of its shareholders, Invesco has created the Invesco US Proxy Advisory Committee (“IUPAC”). The IUPAC is an investments driven committee comprised solely of representatives from each investment management team at Invesco. The purpose of the IUPAC is to provide a forum for investment teams to monitor proxy voting trends, understand inconsistent votes within the complex, and to vote proxies where Invesco as a firm has a conflict of interest with an issuer or a member of the IUPAC has a personal conflict of interest with an issuer whose proxy he or she is charged with voting.  The IUPAC also will consider and express a view on the proxies of the top twenty-five issuers held across all Client accounts, as measured by the total market value of shares held by Invesco Client accounts, and any other proxy brought to the IUPAC by an IUPAC member in an effort to build consensus around a proxy.  Absent a conflict of interest, each investment team may deviate from the view formed by the IUPAC on any proxy.  In cases where there is a firm-level or personal conflict of interest with a proxy, the IUPAC’s vote controls the proxy across all applicable Client accounts. Representatives of the IUPAC will have access to third party proxy advisory analyses provided by each of Glass Lewis and Institutional Shareholder Services, Inc. (“ISS”) as one of many research tools in determining how to vote a proxy and is not required to vote in accordance with the recommendations of either. 

 

Important principles underlying the Invesco Proxy Voting Guidelines (the “Guidelines”)

 

I. Corporate Governance

 

Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. Invesco endeavors to vote the proxies of portfolio companies in a manner that will reinforce the notion of a board’s accountability. Consequently, Invesco generally votes against any actions that would impair the rights of shareholders or would reduce shareholders’ influence over the board or over management.

 

The following are specific voting issues that illustrate how Invesco applies this principle of accountability.

 

· Elections of directors. In uncontested director elections for companies that do not have a controlling shareholder, Invesco generally votes in favor of slates if they are comprised of

 

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at least a majority of independent directors and if the boards’ key committees are fully independent. Key committees include the Audit, Compensation and Governance or Nominating Committees. Invesco’s standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.

 

Contested director elections are evaluated on a case-by-case basis.

 

· Director performance. Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by adopting or approving egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan (“poison pills”) without shareholder approval, or other areas of poor performance, Invesco may withhold votes from some or all of a company’s directors. In situations where directors’ performance is a concern, Invesco may also support shareholder proposals to take corrective actions such as so-called “clawback” provisions.

 

· Auditors and Audit Committee members. Invesco believes a company’s Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company’s internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a company’s Audit Committee, or when ratifying a company’s auditors, Invesco considers the past performance of the Committee and holds its members accountable for the quality of the company’s financial statements and reports.

 

· Majority standard in director elections. The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco supports the nascent effort to reform the U.S. convention of electing directors, and generally votes in favor of proposals to elect directors by a majority vote.

 

· Classified boards. Invesco generally supports proposals to elect directors annually instead of electing them to staggered multi-year terms because annual elections increase a board’s level of accountability to its shareholders.

 

· Supermajority voting requirements. Unless required by law in the state of incorporation, Invesco generally votes against actions that would impose any supermajority voting requirement, and generally supports actions to dismantle existing supermajority requirements.

 

· Responsiveness. Invesco generally withholds votes from directors who do not adequately respond to shareholder proposals that were approved by a majority of votes cast the prior year.

 

· Cumulative voting. The practice of cumulative voting can enable minority shareholders to have representation on a company’s board. Invesco generally supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.

 

· Shareholder access. On business matters with potential financial consequences, Invesco generally votes in favor of proposals that would increase shareholders’ opportunities to express their views to boards of directors, proposals that would lower barriers to

 

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shareholder action and proposals to promote the adoption of generally accepted best practices in corporate governance. Furthermore, Invesco generally votes for shareholder proposals that are designed to protect shareholder rights if a company’s corporate governance standards indicate that such additional protections are warranted.

 

II. Incentives

 

Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of portfolio companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders’ long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of the Client’s investment.

 

Following are specific voting issues that illustrate how Invesco evaluates incentive plans.

 

· Executive compensation. Invesco evaluates compensation plans for executives within the context of the company’s performance under the executives’ tenure. Invesco believes independent compensation committees are best positioned to craft executive-compensation plans that are suitable for their company-specific circumstances. Invesco views the election of independent compensation committee members as the appropriate mechanism for shareholders to express their approval or disapproval of a company’s compensation practices. Therefore, Invesco generally does not support shareholder proposals to limit or eliminate certain forms of executive compensation. In the interest of reinforcing the notion of a compensation committee’s accountability to shareholders, Invesco generally supports proposals requesting that companies subject each year’s compensation record to an advisory shareholder vote, or so-called “say on pay” proposals.

 

· Equity-based compensation plans. Invesco generally votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock’s current market price, or the ability automatically to replenish shares without shareholder approval.

 

· Employee stock-purchase plans. Invesco generally supports employee stock-purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock is at most a 15 percent discount from the market price.

 

· Severance agreements. Invesco generally votes in favor of proposals requiring advisory shareholder ratification of executives’ severance agreements. However, we generally oppose proposals requiring such agreements to be ratified by shareholders in advance of their adoption. Given the vast differences that may occur in these agreements, it is necessary to note that IUPAC can and does evaluate some severance agreements on a case-by-case basis.

 

III. Capitalization

 

Examples of management proposals related to a company’s capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or

 

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enacting a stock split or reverse stock split. On requests for additional capital stock, Invesco analyzes the company’s stated reasons for the request. Except where the request could adversely affect the Client’s ownership stake or voting rights, Invesco generally supports a board’s decisions on its needs for additional capital stock. Some capitalization proposals require a case-by-case analysis. Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition.

 

IV. Mergers, Acquisitions and Other Corporate Actions

 

Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations and the votes for these types of corporate actions are generally determined on a case-by-case basis.

 

V. Anti-Takeover Measures

 

Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, Invesco generally votes to reduce or eliminate such measures. These measures include adopting or renewing “poison pills”, requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. Invesco generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. Invesco generally supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote.

 

VI. Environmental and Social Issues

 

Invesco will evaluate environmental and social proposals when it believes such proposals may influence long-term shareholder value. If Invesco votes on an environmental or social proposal, it shall do so in a manner it believes will maximize long-term shareholder value.

  

VII. Routine Business Matters

 

Routine business matters rarely have the potential to have a material effect on the economic prospects of Clients’ holdings, so Invesco generally supports the board’s discretion on these items. However, Invesco generally votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, Invesco generally votes against proposals to conduct other unidentified business at shareholder meetings.

 

C. SUMMARY

 

These Guidelines provide an important framework for making proxy-voting decisions, and should give our Clients insight into the factors driving Invesco’s decisions. The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues must be made within the context of these Guidelines. In addition, at the

 

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discretion of the portfolio managers, Invesco may also vote shares held on a Client-by-Client basis.

 

D. EXCEPTIONS

 

Client Maintains Right to Vote Proxies

 

In the case of institutional Clients or sub-advised Clients, Invesco will vote the proxies in accordance with these Guidelines unless a Client, ERISA or non-ERISA, retains, in writing, the right to vote or the named fiduciary (e.g., the plan sponsor) of a Client retains in writing the right to direct the plan trustee or a third party to vote proxies.

 

Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements

 

Some of Invesco’s fixed income Clients hold interests in preferred stock of companies and some of Invesco’s stable value clients are parties to wrap agreements. From time to time, companies that have issued preferred stock or that are parties to wrap agreements request that Invesco’s Clients vote proxies on particular matters. Neither ISS nor GL currently provides proxy analysis or vote recommendations with respect to such proxy votes. Therefore, when a particular matter arises in this category, the portfolio managers responsible for the particular mandate will review the matter and make a recommendation as to how to vote the associated proxy.

 

Proxy Constraints

 

In certain circumstances, Invesco may refrain from voting where the economic cost of voting a company’s proxy exceeds any anticipated benefits of that proxy proposal. In addition, there may be instances in which Invesco is unable to vote a proxy despite using commercially reasonable efforts to vote all of its Clients’ proxies. Particular examples of such instances include, but are not limited to, the following:

 

· When securities are participating in the securities lending program, Invesco makes a determination of whether to terminate the loan by weighing the benefit to the Clients of voting a particular proxy versus the revenue lost by terminating the loan and recalling the securities. In some countries the exercise of voting rights requires the Client to submit to “share-blocking.” Invesco generally refrains from voting proxies in share-blocking countries unless the portfolio manager determines that the benefit to the Client(s) of voting a specific proxy outweighs the Client’s temporary inability to sell the security.

 

· An inability to receive proxy materials from our Clients’ custodians with enough time and enough information to make a voting decision sometimes precludes Invesco’s ability to vote proxies.

 

· A requirement of some non-U.S. companies that in order to vote a proxy a representative in person must attend the proxy meeting. Invesco makes a determination as to whether the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy.

 

In the great majority of instances Invesco is able to vote U.S. and non-U.S. proxies successfully. It is important to note that Invesco makes voting decisions for non-U.S. issuers using these Guidelines as its framework, but also takes into account the

 

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corporate governance standards, regulatory environment and generally reasonable and governance-minded practices of the local market.

 

E. Resolving potential conflicts of interest

 

Firm Level Conflicts of Interest . A potential conflict of interest arises when Invesco votes a proxy for an issuer with which it also maintains a material business relationship. Examples could include issuers that are distributors of Invesco’s products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts.

 

Invesco generally resolves such potential conflicts in one of the following ways: (1) if the proposal that gives rise to the potential conflict is specifically addressed by the Guidelines, Invesco may vote the proxy in accordance with the predetermined Guidelines; (2) Invesco may engage an independent third party to determine how the proxy should be voted; or (3) Invesco may establish an ethical wall or other informational barrier between the persons involved in the potential conflict and the persons making the proxy-voting decision in order to insulate the potential conflict from the decision makers.

 

Because the Guidelines are pre-determined and crafted to be in the best economic interest of Clients, applying the Guidelines to vote Client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard against potential conflicts, persons from Invesco’s marketing, distribution and other customer-facing functions are not members of IUPAC.

 

Personal Conflicts of Interest. If any member of IUPAC has a personal conflict of interest with respect to a company or an issue presented for voting, that IUPAC member will inform IUPAC of such conflict and will abstain from voting on that company or issue. All IUPAC members shall sign an annual conflicts of interest memorandum.

 

Funds of Funds . Some Invesco Funds offering diversified asset allocation within one investment vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because Invesco’s asset-allocation funds or target-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund.

 

F. RECORDKEEPING

 

The Investments Administration team will be responsible for all Proxy Voting record keeping.

 

Policies and Vote Disclosure

 

A copy of these Guidelines and the voting record of each Invesco Retail Fund are available on Invesco’s web site, www.invesco.com . In accordance with Securities and Exchange Commission regulations, all Invesco Funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year. In the case of institutional and sub-advised Clients, Clients

 

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may obtain information about how Invesco voted proxies on their behalf by contacting their client services representative.

 

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PROXY VOTING POLICY AND PROCEDURES

 

 

 

Introduction

 

Jennison Associates LLC (the “Adviser”) has adopted the following “Proxy Voting Policy and Procedures” (“Policy”), in compliance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”) and other applicable fiduciary obligations. The Policy is designed to provide guidance to those Jennison employees (portfolio managers and analysts, hereinafter referred to as “Investment Professionals”) who are responsible for discharging the Adviser’s proxy voting obligation under the Rule, and to ensure that proxies are voted in the best interests of the Adviser’s clients 33 .

 

II. Statement of Policy

  

It is the policy of the Adviser that where proxy voting authority has been delegated to the Adviser by clients, that all proxies be voted in the best interest of the client without regard to the interests of the Adviser or other related parties. Secondary consideration may be given to the public and social value of each issue. For purposes of the Policy, the “best interests of clients” shall mean, unless otherwise specified by the client, the clients’ best economic interests over the long term – that is, the common interest that all clients share in seeing the value of a common investment increase over time. It is further the policy of the Adviser that complete and accurate disclosure concerning its proxy voting policies and procedures and proxy voting records, as required by the Advisers Act be made available to clients.

  

In voting proxies for international holdings, which we vote on a best efforts basis, we will generally apply the same principles as those for U.S. holdings. However, in some countries, voting proxies result in additional restrictions that have an economic impact or cost to the security, such as “share blocking,” where Jennison would be restricted from selling the shares of the security for a period of time if Jennison exercised its ability to vote the proxy. As such, we consider whether the vote, either itself or together with the votes of other shareholders, is expected to have an effect on the value of the investment that will outweigh the cost of voting. Our policy is to not vote these types of proxies when the costs outweigh the benefit of voting, as in share blocking.

 

III. Procedures

 

  

A. Account Set-up and Review

 

Initially, the Adviser must determine whether the client seeks to retain the responsibility of voting proxies or seeks to delegate that responsibility to the Adviser. The responsibility to vote proxies will be specified in the client’s investment advisory contract with the Adviser. Where no designation is made, Jennison will vote proxies for such accounts(s) in accordance with this Policy. The client may choose to have the Adviser vote proxies in accordance with the Adviser’s standard guidelines. The Adviser, in its discretion, may also permit a

 

 

33 In the event the Adviser should manage affiliated client accounts, the Adviser, for purposes of this policy, makes no distinction between accounts of affiliated companies, e.g. , the General Accounts of Prudential (as well as related insurance companies and entities), and other separately managed accounts, each of which will be treated consistently under the Policy.

 

Effective: October 5, 2004

Revised: March 30, 2012

 

 
 

 

client to modify the Adviser’s standard guidelines with respect to such client exclusively or may accept direction from a client with respect to the client’s proxies and vote in accordance with a client’s own guidelines (collectively, “Client Guidelines”). Alternatively, the Adviser may decline to accept authority to vote such client’s proxies.

 

Proxy Voting

 

1. Guidelines for Recurring Issues

 

The Adviser has adopted proxy voting guidelines (“Guidelines”) with respect to certain recurring issues. These Guidelines are reviewed as deemed necessary by the Adviser’s Proxy Voting Committee and its relevant portfolio management staff, then revised when a determination has been made that a change is appropriate. These Guidelines are meant to convey the Adviser’s general approach to voting decisions on certain issues. Nevertheless, the Adviser’s Investment Professionals maintain responsibility for reviewing all proxies individually and making final decisions based on the merits of each case.

  

2. Use of Third Party Proxy Service

 

In an effort to discharge its responsibility, the Adviser has engaged an independent third party proxy voting vendor that provides research and analytical services, operational implementation and recordkeeping and reporting services. The proxy voting vendor will cast votes in accordance with the Adviser’s Guidelines, unless instructed otherwise by a Jennison Investment Professional, as set forth below, or if the Adviser has accepted direction from a Client, in accordance with the Client’s Guidelines.

  

3. Quantitatively Derived Holdings and Jennison Managed Accounts

 

In voting proxies for quantitatively derived holdings and Jennison Managed Accounts (i.e. “wrap”) where the securities are not held elsewhere in the firm, the Adviser has established a custom proxy voting policy with respect to the voting of these proxies. Proxies received in these circumstances will be voted utilizing the Adviser’s guidelines. Additionally, in those circumstances where no specific Adviser guideline exists, the Adviser will vote using the recommendations of the proxy voting vendor.

  

4. Review of Recommendations

 

The Adviser’s Investment Professionals have the ultimate responsibility determine how to vote proxiesto accept or reject any proxy voting recommendation – as determined by the Adviser’s Guidelines (“Recommendation”). Consequently, Investment Professionals shall review and evaluate the Recommendation for each proxy ballot before the proxy voting vendor casts the vote, taking into account the Policy, all guidelines applicable to the account(s), and the best interests of the client(s). The Investment Professionals shall override the Recommendation should he/she not believe that such Recommendation, based on all relevant facts and circumstances at the time the proxy ballot is voted, is in the best interest of the client(s). The Adviser will memorialize the basis for any decision to override a Recommendation, including the resolution of any conflicts, if any, as further discussed below. The Adviser may vote the same proxy proposal differently for different clients. Also, the Adviser may choose not to vote proxies under the following circumstances:

 

· If the effect on the client’s economic interests or the value of the portfolio holding is indeterminable or insignificant;

 

Effective: October 5, 2004

Revised: March 30, 2012

 

 
 

 

· If the cost of voting the proxy outweighs the possible benefit (such as security lending, see section 6 below); or
· If a jurisdiction imposes share blocking restrictions which prevent the Adviser from exercising its voting authority.

 

5. Addressing Potential Material Conflicts of Interest

 

There may be instances where the interest of the Adviser conflicts or may appear to conflict with the interest of its clients when voting proxies on behalf of those clients (“Material Conflict”). Investment Professionals have an affirmative duty to disclose any potential Material Conflicts known to them related to a proxy vote. Material Conflicts may exist in situations where the Adviser is called to vote on a proxy involving an issuer or proponent of a proxy proposal regarding the issuer where the Adviser or an affiliated person of the Adviser also:

 

· Manages the issuer’s or proponent’s pension plan;
· Administers the issuer’s or proponent’s employee benefit plan;
· Manages money for an employee group.

 

Additional Material Conflicts may exist if an executive of the Adviser or its control affiliates is a close relative of, or has a personal or business relationship with:

 

· An executive of the issuer or proponent;
· A director of the issuer or proponent;
· A person who is a candidate to be a director of the issuer;
· A participant in the proxy contest; or
· A proponent of a proxy proposal.

 

Material Conflicts based on business relationships or dealings of affiliates of the Adviser will only be considered to the extent that the applicable portfolio management area of the Adviser has actual knowledge of such business relationships. Whether a relationship creates a Material Conflict will depend on the facts and circumstances at the time the proxy is voted. Even if these parties do not attempt to influence the Adviser with respect to voting, the value of the relationship to the Adviser may create the appearance of or an actual Material Conflict, such as when the issuer is a client of the Adviser.

 

The Adviser may adopt such processes it deems necessary to identify Material Conflicts. When a potential material conflict exists, the Investment Professional (or other designated personnel) must complete the Proxy Voting For Conflicts Documentation Form and submit it to Operations.

 

The Adviser’s Proxy Voting Committee will consider the facts and circumstances of all proxy votes where a potential material conflict of interest is identified and the recommendation is to override the Adviser’s guidelines. In making the determination as to how to vote the proxy, the Adviser’s Proxy Voting Committee may review the following factors, including but not limited to:

 

· Whether the issuer is a client of the Adviser.

 

Effective: October 5, 2004

Revised: March 30, 2012

 

 
 

 

· The percentage of outstanding securities of the issuer held on behalf of clients by the Adviser.
· The nature of the relationship of the issuer with the Adviser, its affiliates or its executive officers.
· Whether there has been any attempt to directly or indirectly influence the Investment Professional’s decision
· Whether the direction (for or against) of the proposed vote would appear to benefit the Adviser or a related party.
· Whether an objective decision to vote in a certain way will still create a strong appearance of a conflict.
· Whether the vote should be delegated to an independent third party or request an independent third party to provide a recommendation on the vote.

 

All votes that would override the Adviser’s Guidelines and involve a potential material conflict of interest, require the approval of the CEO and CCO of the Adviser.

 

Additionally, a committee comprised of both senior business executives and regulatory personnel of Jennison and its affiliated asset management unit, Prudential Investment Management, Inc, reviews these votes. This committee also has a role in identifying Material Conflicts that may affect Jennison due to ownership by a diversified financial organization, Prudential Financial, Inc.

 

The Adviser may not abstain from voting any such proxy for the purpose of avoiding conflict.

 

6. Lending

 

Jennison may identify a particular issuer that may be subject to a security lending arrangement. In this situation, Jennison will work with either custodian banks or the proxy voting vendor to monitor upcoming meetings and call stock loans, if applicable, in anticipation of an important vote to be taken among holders of the securities or of the giving or withholding of their consent on a material matter affecting the investment. In determining whether to call stock loans, the relevant investment professional shall consider whether the benefit to the client in voting the matter outweighs the benefit to the client in keeping the stock on loan. It is important to note that in order to recall securities on loan in time to vote, one must begin the process PRIOR to the record date of the proxy. This is extremely difficult to accomplish as the Adviser is rarely made aware of the record date in advance.

 

B.    Proxy Voting Committee

 

The Adviser’s Proxy Voting Committee will consist of representatives from Operations, Risk, Legal, and Compliance. It will meet quarterly and as deemed necessary to address potential Material Conflicts as further described above. The Adviser’s Proxy Voting Committee will have the following responsibilities:

 

Effective: October 5, 2004

Revised: March 30, 2012

 

 
 

 

· Review potential Material Conflicts and decide whether to approve the vote recommendation or override requests made by Investment Professionals.
· Review the Guidelines for voting on recurring matters and make revisions as it deems appropriate.
· Review the Policy annually for adequacy and effectiveness and recommend and adopt changes to the Policy as needed.
· Review all overrides by Investment Professionals to confirm that proper override and conflict checking procedures were followed.
· Review proxy voting reports to determine voting consistency with guidelines and this Policy.
· Review the performance of the proxy voting vendor and determine whether the Adviser should continue to retain their services.
· Review the Adviser’s voting record (or applicable summaries of the voting record).
· Oversee compliance with the regulatory disclosure requirements.

 

IV.          Compliance Monitoring

 

The Adviser’s Chief Compliance Officer shall be responsible for the administration of this Policy .

 

A. Supervisory Review

 

The designated supervisor for each Investment Professional will be responsible for ensuring that investment professionals with proxy voting responsibility are acting in accordance with this Policy. Supervisors must approve all overrides evidenced by signing the completed Proxy Guideline Override Form.

V.           Client Reporting

 

 

A. Disclosure to Advisory Clients

 

The Adviser will provide a copy of this Policy and the Adviser’s Guidelines upon request from a client.

 

The Adviser will also provide any client who makes a written or verbal request with a copy of a report disclosing how the Adviser voted securities held in that client’s portfolio.

 

B.    Compliance Reporting for Investment Companies

 

Upon request, the Adviser will provide to each investment company board of directors or trustees for which the Adviser acts as sub-adviser reporting needed to satisfy their regulatory and board requirements, including but not limited to, information required for them to meet their filing of Form NP-X.

 

Effective: October 5, 2004

Revised: March 30, 2012

 

 
 

 

VI. Recordkeeping

 

Either the Adviser or proxy voting vendor as indicated below will maintain the following records:

 

· A copy of the Policy (Adviser)
· A copy of the Guidelines i.e. Adviser or client specific guidelines (Adviser and proxy voting vendor)
· A copy of each proxy statement received by the Adviser regarding client securities (proxy voting vendor);
· A record of each vote cast by the Adviser on behalf of a client (proxy voting vendor);
· A copy of all documents created by the Adviser that were material to making a decision on the proxy voting, (or abstaining from voting) of client securities or that memorialize the basis for that decision including the resolution of any conflict, a copy of all Proxy Voting Documentation Forms and all supporting documents (Adviser);
· A copy of each written request by a client for information on how the Adviser voted proxies on behalf of the client, as well as a copy of any written response by the Adviser to any request by a client for information on how the adviser voted proxies on behalf of the client. Records of oral requests for information or oral responses will not be kept. (Adviser); and
· Agenda of Proxy Voting Committee meetings with supporting documents. (Adviser)

 

Such records must be maintained for at least six years.

 

VI. Policies and Procedures Revisions

 

This policy and related procedures may be changed, amended or revised as frequently as

 

necessary in order to accommodate any changes in operations or by operation of law. Any such change, amendment, or revision may be made only by the Adviser’s Proxy Voting Committee in consultation with the business groups or areas impacted by these procedures and consistent with applicable law. Such changes will be promptly distributed to all impacted personnel.

 

Effective: October 5, 2004

Revised: March 30, 2012

 

 
 

 

JOHN HANCOCK FUNDS

PROXY VOTING POLICIES AND PROCEDURES

 

POLICY:

 

General

 

The Board of Trustees (the “Board”) of each registered investment company in the John Hancock family of funds listed on Schedule A (collectively, the “Trust”), including a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust (the “Independent Trustees”), adopts these proxy voting policies and procedures.

 

Each fund of the Trust or any other registered investment company (or series thereof) (each, a “fund”) is required to disclose its proxy voting policies and procedures in its registration statement and, pursuant to Rule 30b1-4 under the 1940 Act, file annually with the Securities and Exchange Commission and make available to shareholders its actual proxy voting record. In this regard, the Trust Policy is set forth below.

 

Delegation of Proxy Voting Responsibilities

 

It is the policy of the Trust to delegate the responsibility for voting proxies relating to fund securities held by a fund to the fund’s investment adviser (“adviser”) or, if the fund’s adviser has delegated fund management responsibilities to one or more investment subadviser(s), to the fund’s subadviser(s), subject to the Board’s continued oversight. The subadviser for each fund shall vote all proxies relating to securities held by each fund and in that connection, and subject to any further policies and procedures contained herein, shall use proxy voting policies and procedures adopted by each subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

 

Except as noted below under Material Conflicts of Interest, the Trust Policy with respect to a fund shall incorporate that adopted by the fund’s subadviser with respect to voting proxies held by its clients (the “Subadviser Policy”). Each Subadviser Policy, as it may be amended from time to time, is hereby incorporated by reference into the Trust Policy. Each subadviser to a fund is directed to comply with these policies and procedures in voting proxies relating to fund securities held by a fund, subject to oversight by the fund’s adviser and by the Board. Each adviser to a fund retains the responsibility, and is directed, to oversee each subadviser’s compliance with these policies and procedures, and to adopt and implement such additional policies and procedures as it deems necessary or appropriate to discharge its oversight responsibility. Additionally, the Trust’s Chief Compliance Officer (“CCO”) shall conduct such monitoring and supervisory activities as the CCO or the Board deems necessary or appropriate in order to appropriately discharge the CCO’s role in overseeing the subadvisers’ compliance with these policies and procedures.

 

The delegation by the Board of the authority to vote proxies relating to fund securities of the funds is entirely voluntary and may be revoked by the Board, in whole or in part, at any time.

 

Voting Proxies of Underlying Funds of a Fund of Funds

 

A. Where the Fund of Funds is not the Sole Shareholder of the Underlying Fund

 

With respect to voting proxies relating to the shares of an underlying fund (an “Underlying Fund”) held by a fund of the Trust operating as a fund of funds (a “Fund of Funds”) in reliance on Section 12(d)(1)(G) of the 1940 Act where the Underlying Fund has shareholders other than the Fund of Funds which are not other Fund of Funds, the Fund of Funds will vote proxies relating to shares of the Underlying Fund in the same proportion as the vote of all other holders of such Underlying Fund shares.

 

B. Where the Fund of Funds is the Sole Shareholder of the Underlying Fund

 

In the event that one or more Funds of Funds are the sole shareholders of an Underlying Fund, the adviser to the Fund of Funds (the “Adviser”) or the Trust will vote proxies relating to the shares of the Underlying Fund as set forth below unless the Board elects to have the Fund of Funds seek voting instructions from the shareholders of the Funds of Funds in which case the Fund of Funds will vote proxies relating to shares of the Underlying Fund in the same proportion as the instructions timely received from such shareholders.

 
 

 

1. Where Both the Underlying Fund and the Fund of Funds are Voting on Substantially Identical Proposals

 

In the event that the Underlying Fund and the Fund of Funds are voting on substantially identical proposals (the “Substantially Identical Proposal”), then the Adviser or the Fund of Funds will vote proxies relating to shares of the Underlying Fund in the same proportion as the vote of the shareholders of the Fund of Funds on the Substantially Identical Proposal.

 

2. Where the Underlying Fund is Voting on a Proposal that is Not Being Voted on By the Fund of Funds

 

a. Where there is No Material Conflict of Interest Between the Interests of the Shareholders of the Underlying Fund and the Adviser Relating to the Proposal

 

In the event that the Fund of Funds is voting on a proposal of the Underlying Fund and the Fund of Funds is not also voting on a substantially identical proposal and there is no material conflict of interest between the interests of the shareholders of the Underlying Fund and the Adviser relating to the Proposal, then the Adviser will vote proxies relating to the shares of the Underlying Fund pursuant to its Proxy Voting Procedures.

 

b. Where there is a Material Conflict of Interest Between the Interests of the Shareholders of the Underlying Fund and the Adviser Relating to the Proposal

 

In the event that the Fund of Funds is voting on a proposal of the Underlying Fund and the Fund of Funds is not also voting on a substantially identical proposal and there is a material conflict of interest between the interests of the shareholders of the Underlying Fund and the Adviser relating to the Proposal, then the Fund of Funds will seek voting instructions from the shareholders of the Fund of Funds on the proposal and will vote proxies relating to shares of the Underlying Fund in the same proportion as the instructions timely received from such shareholders. A material conflict is generally defined as a proposal involving a matter in which the Adviser or one of its affiliates has a material economic interest.

 

Material Conflicts of Interest

 

If: (1) a subadviser to a fund becomes aware that a vote presents a material conflict between the interests of: (a) shareholders of the fund; and (b) the fund’s adviser, subadviser, principal underwriter, or any of their affiliated persons, and (2) the subadviser does not propose to vote on the particular issue in the manner prescribed by its Subadviser Policy or the material conflict of interest procedures set forth in its Subadviser Policy are otherwise triggered, then the subadviser will follow the material conflict of interest procedures set forth in its Subadviser Policy when voting such proxies.

 

If a Subadviser Policy provides that in the case of a material conflict of interest between fund shareholders and another party, the subadviser will ask the Board to provide voting instructions, the subadviser shall vote the proxies, in its discretion, as recommended by an independent third party, in the manner prescribed by its Subadviser Policy or abstain from voting the proxies.

 

Securities Lending Program

 

Certain of the funds participate in a securities lending program with the Trust through an agent lender. When a fund’s securities are out on loan, they are transferred into the borrower’s name and are voted by the borrower, in its discretion. Where a subadviser determines, however, that a proxy vote (or other shareholder action) is materially important to the client’s account, the subadviser should request that the agent recall the security prior to the record date to allow the subadviser to vote the securities.

 

 

Disclosure of Proxy Voting Policies and Procedures in the Trust’s Statement of Additional Information (“SAI”)

 

The Trust shall include in its SAI a summary of the Trust Policy and of the Subadviser Policy included therein. (In lieu of including a summary of these policies and procedures, the Trust may include each full Trust Policy and Subadviser Policy in the SAI.)

 

 
 

Disclosure of Proxy Voting Policies and Procedures in Annual and Semi-Annual Shareholder Reports

 

The Trust shall disclose in its annual and semi-annual shareholder reports that a description of the Trust Policy, including the Subadviser Policy, and the Trust’s proxy voting record for the most recent 12 months ended June 30 are available on the Securities and Exchange Commission’s (“SEC”) website, and without charge, upon request, by calling a specified toll-free telephone number. The Trust will send these documents within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.

 

Filing of Proxy Voting Record on Form N-PX

 

The Trust will annually file its complete proxy voting record with the SEC on Form N-PX. The Form N-PX shall be filed for the twelve months ended June 30 no later than August 31 of that year.

 

PROCEDURES:

 

Review of Subadvisers’ Proxy Voting

 

The Trust has delegated proxy voting authority with respect to fund securities in accordance with the Trust Policy, as set forth above.

 

Consistent with this delegation, each subadviser is responsible for the following:

 

1) Implementing written policies and procedures, in compliance with Rule 206(4)-6 under the Advisers Act, reasonably designed to ensure that the subadviser votes fund securities in the best interest of shareholders of the Trust.

 

2) Providing the adviser with a copy and description of the Subadviser Policy prior to being approved by the Board as a subadviser, accompanied by a certification that represents that the Subadviser Policy has been adopted in conformance with Rule 206(4)-6 under the Advisers Act. Thereafter, providing the adviser with notice of any amendment or revision to that Subadviser Policy or with a description thereof. The adviser is required to report all material changes to a Subadviser Policy quarterly to the Board. The CCO’s annual written compliance report to the Board will contain a summary of the material changes to each Subadviser Policy during the period covered by the report.

 

3) Providing the adviser with a quarterly certification indicating that the subadviser did vote proxies of the funds and that the proxy votes were executed in a manner consistent with the Subadviser Policy. If the subadviser voted any proxies in a manner inconsistent with the Subadviser Policy, the subadviser will provide the adviser with a report detailing the exceptions.

 

Adviser Responsibilities

 

Proxy Voting Procedures

 

Implementing written policies and procedures, in compliance with Rule 206(4)-6 under the Advisers Act, reasonably designed to ensure that the adviser votes shares of an Underlying Fund consistent with these proxy voting policies and procedures and in the best interest of shareholders of the Trust.

 

Providing the Board of the Trust with a copy and description of the Adviser Policy, accompanied by a certification that represents that the Adviser Policy has been adopted in conformance with Rule 206(4)-6 under the Advisers Act. Thereafter, providing the Board with notice of any amendment or revision to that Adviser Policy or with a description thereof. The Adviser is required to report all material changes to the Adviser Policy quarterly to the Board. The CCO’s annual written compliance report to the Board will contain a summary of the material changes to Adviser Policy during the period covered by the report.

 

Providing the Board with a quarterly certification indicating that the Adviser did vote proxies of the funds and that the proxy votes were executed in a manner consistent with the Adviser Policy and these proxy voting policies and procedures. If the Adviser voted any proxies in a manner inconsistent with the Subadviser Policy, the Adviser will provide the adviser with a report detailing the exceptions.

 

Proxy Voting Service

 

 
 
The Trust has retained a proxy voting service to coordinate, collect, and maintain all proxy-related information, and to prepare and file the Trust’s reports on Form N-PX with the SEC. The adviser, in accordance with its general oversight responsibilities, will periodically review the voting records maintained by the proxy voting service in accordance with the following procedures:

 

1) Receive a file with the proxy voting information directly from each subadviser on a quarterly basis.

 

2) Select a sample of proxy votes from the files submitted by the subadvisers and compare them against the proxy voting service files for accuracy of the votes.

 

3) Deliver instructions to shareholders on how to access proxy voting information via the Trust’s semi-annual and annual shareholder reports.

 

Proxy Voting Service Responsibilities

 

Aggregation of Votes:

 

The proxy voting service’s proxy disclosure system will collect fund-specific and/or account-level voting records, including votes cast by multiple subadvisers or third party voting services.

 

Reporting:

 

The proxy voting service’s proxy disclosure system will provide the following reporting features:

 

1) multiple report export options;

 

2) report customization by fund-account, fund manager, security, etc.; and

 

3) account details available for vote auditing.

 

Form N-PX Preparation and Filing:

 

The adviser will be responsible for oversight and completion of the filing of the Trust’s reports on Form N-PX with the SEC. The proxy voting service will prepare the EDGAR version of Form N-PX and will submit it to the adviser for review and approval prior to filing with the SEC. The proxy voting service will file Form N-PX for each twelve-month period ending on June 30. The filing must be submitted to the SEC on or before August 31 of each year.

 

 
 

Schedule A

 

PROXY VOTING POLICIES AND PROCEDURES

 

JOHN HANCOCK FUNDS: Adopted   Amended:
John Hancock Variable Insurance September 28, 2007   March 26, 2008
John Hancock Funds II September 28, 2007   March 26, 2008
John Hancock Funds III September 11, 2007    
John Hancock Bond Trust September 11, 2007    
John Hancock California Tax-Free Income Fund September 11, 2007    
John Hancock Capital Series September 11, 2007    
John Hancock Current Interest September 11, 2007    
John Hancock Equity Trust September 11, 2007    
John Hancock Investment Trust September 11, 2007    
John Hancock Investment Trust II September 11, 2007    
John Hancock Investment Trust III September 11, 2007    
John Hancock Institutional Series Trust September 11, 2007    
John Hancock Municipal Securities Trust September 11, 2007    
John Hancock Series Trust September 11, 2007    
John Hancock Sovereign Bond Fund September 11, 2007    
John Hancock Strategic Series September 11, 2007    
John Hancock Tax-Exempt Series September 11, 2007    
John Hancock World Fund September 11, 2007    
John Hancock Preferred Income Fund September 11, 2007    
John Hancock Preferred Income Fund II September 11, 2007    
John Hancock Preferred Income Fund III September 11, 2007    
John Hancock Patriot Select Dividend Fund September 11, 2007    
John Hancock Patriot Premium Dividend Fund II September 11, 2007    
John Hancock Bank & Thrift Opportunity Fund September 11, 2007    
John Hancock Income Securities Trust September 11, 2007    
John Hancock Investors Trust September 11, 2007    
John Hancock Tax-Advantaged Dividend Income Fund September 11, 2007    
John Hancock Financial Trends September 11, 2007    
John Hancock Tax-Advantaged Global Shareholder Yield Fund September 11, 2007    

 

 
 

 

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

&

JOHN HANCOCK ADVISERS, LLC

 

PROXY VOTING POLICIES AND PROCEDURES

 

 

Effective Date: 01-01-2012

 

General

 

John Hancock Investment Management Services, LLC and John Hancock Advisers, LLC (collectively the “Adviser”) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and serves as the investment adviser to a number of management investment companies (including series thereof) (each a “Fund”) registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Adviser generally retains one or more sub-advisers to manage the assets of the Funds, including voting proxies with respect to a Fund’s portfolio securities. From time to time, however, the Adviser may elect to manage directly the assets of a Fund, including voting proxies with respect to its portfolio securities, or a Fund’s board of trustees or directors may otherwise delegate to the Adviser authority to vote such proxies. Rule 206(4)-6 under the Advisers Act requires that a registered investment adviser adopt and implement written policies and procedures reasonably designed to ensure that it votes proxies with respect to a client’s securities in the best interest of the client. Pursuant thereto, the Adviser has adopted and implemented these proxy voting policies and procedures (the “Procedures”).

 

Fiduciary Duty

 

The Adviser has a fiduciary duty to vote proxies on behalf of a Fund in the best interest of the Fund and its shareholders.

 

Voting of Proxies

 

The Adviser will vote proxies with respect to a Fund’s portfolio securities when authorized to do so by the Fund and subject to the Fund’s proxy voting policies and procedures and any further direction or delegation of authority by the Fund’s board of trustees or directors. The decision on how to vote a proxy will be made by the person(s) to whom the Adviser has from time to time delegated such responsibility (the “Designated Person”). The Designated Person may include the Fund’s portfolio manager(s) and a Proxy Voting Committee, as described below.

 

When voting proxies with respect to a Fund’s portfolio securities, the following standards will apply:

 

· The Designated Person will vote based on what it believes to be in the best interest of the Fund and its shareholders and in accordance with the Fund’s investment guidelines.

 

· Each voting decision will be made independently. The Designated Person may enlist the services of reputable professionals (who may include persons employed by or otherwise associated with the Adviser or any of its affiliated persons) or independent proxy evaluation services such as Institutional Shareholder Services, to assist with the analysis of voting issues and/or to carry out the actual voting process. However, the ultimate decision as to how to vote a proxy will remain the responsibility of the Designated Person.

 

· The Adviser believes that a good management team of a company will generally act in the best interests of the company. Therefore, the Designated Person will take into consideration as a key factor in voting proxies with respect to securities of a company that are held by the Fund the quality of the company’s management and, in general, will vote as recommended by such management except in situations where the Designated Person believes such recommended vote is not in the best interests of the Fund and its shareholders.

 

· As a general principle, voting with respect to the same portfolio securities held by more than one Fund should be consistent among those Funds having substantially the same mandates.

 
 
· The Adviser will provide the Fund, from time to time in accordance with the Fund’s proxy voting policies and procedures and any applicable laws and regulations, a record of the Adviser’s voting of proxies with respect to the Fund’s portfolio securities.

 

Material Conflicts of Interest

 

In carrying out its proxy voting responsibilities, the Adviser will monitor and resolve potential material conflicts (“Material Conflicts”) between the interests of (a) a Fund and (b) the Adviser or any of its affiliated persons. Affiliates of the Adviser include Manulife Financial Corporation and its subsidiaries. Material Conflicts may arise, for example, if a proxy vote relates to matters involving any of these companies or other issuers in which the Adviser or any of its affiliates has a substantial equity or other interest.

 

If the Adviser or a Designated Person becomes aware that a proxy voting issue may present a potential Material Conflict, the issue will be referred to the Adviser’s Legal and Compliance Department. If the Legal and Compliance Department determines that a potential Material Conflict does exist, a Proxy Voting Committee will be appointed to consider and resolve the issue. The Proxy Voting Committee may make any determination that it considers reasonable and may, if it chooses, request the advice of an independent, third-party proxy service on how to vote the proxy.

 

Voting Proxies of Underlying Funds of a Fund of Funds

 

The Adviser or the Designated Person will vote proxies with respect to the shares of a Fund that are held by another Fund that operates as a fund of funds (a “Fund of Funds”) in the manner provided in the proxy voting policies and procedures of the Fund of Funds (including such policies and procedures relating to material conflicts of interest) or as otherwise directed by the board of trustees or directors of the Fund of Funds.

 

Proxy Voting Committee(s)

 

The Adviser will from time to time, and on such temporary or longer term basis as it deems appropriate, establish one or more Proxy Voting Committees. A Proxy Voting Committee shall include the Adviser’s Chief Compliance Officer (“CCO”) and may include legal counsel. The terms of reference and the procedures under which a Proxy Voting Committee will operate will be reviewed from time to time by the Legal and Compliance Department. Records of the deliberations and proxy voting recommendations of a Proxy Voting Committee will be maintained in accordance with applicable law, if any, and these Procedures.

 

Records Retention

 

The Adviser will retain (or arrange for the retention by a third party of) such records relating to proxy voting pursuant to these Procedures as may be required from time to time by applicable law and regulations, including the following:

 

  1. these Procedures and all amendments hereto;

 

  1. all proxy statements received regarding Fund portfolio securities;

 

  1. records of all votes cast on behalf of a Fund;

 

  1. records of all Fund requests for proxy voting information;

 

  1. any documents prepared by the Designated Person or a Proxy Voting Committee that were material to or memorialized the basis for a voting decision;

 

  1. all records relating to communications with the Funds regarding Conflicts; and

 

  1. all minutes of meetings of Proxy Voting Committees.

 
 

Reporting to Fund Boards

 

The Adviser will provide the board of trustees or directors of a Fund (the “Board”) with a copy of these Procedures, accompanied by a certification that represents that the Procedures have been adopted in conformance with Rule 206(4)-6 under the Advisers Act. Thereafter, the Adviser will provide the Board with notice and a copy of any amendments or revisions to the Procedures and will report quarterly to the Board all material changes to the Procedures.

 

The CCO’s annual written compliance report to the Board will contain a summary of material changes to the Procedures during the period covered by the report.

 

If the Adviser votes any proxies in a manner inconsistent with either these Procedures or a Fund’s proxy voting policies and procedures, the CCO will provide the Board with a report detailing such exceptions.

 

In the case of proxies voted by a sub-adviser to a Fund (a “Subadviser”) pursuant to the Fund’s proxy voting procedures, the Adviser will request the Subadviser to certify to the Adviser that the Subadviser has voted the Fund’s proxies as required by the Fund’s proxy voting policies and procedures and that such proxy votes were executed in a manner consistent with these Procedures and to provide the Adviser will a report detailing any instances where the Subadviser voted any proxies in a manner inconsistent with the Fund’s proxy voting policies and procedures. The Adviser will then report to the Board on a quarterly basis regarding the Subadviser certification and report to the Board any instance where the Subadviser voted any proxies in a manner inconsistent with the Fund’s proxy voting policies and procedures.

 

 
 

  

MFS Investment Management
111 Huntington Avenue
Boston, MA 02199-7618

 

MASSACHUSETTS FINANCIAL SERVICES COMPANY

 

PROXY VOTING POLICIES AND PROCEDURES

 

February 1, 2014

 

Massachusetts Financial Services Company, MFS Institutional Advisors, Inc., MFS International (UK) Limited, MFS Heritage Trust Company, MFS Investment Management (Canada) Limited, MFS Investment Management Company (Lux) S.à r.l., MFS International Singapore Pte. Ltd., and MFS’ other subsidiaries that perform discretionary investment management activities (collectively, “MFS”) have adopted proxy voting policies and procedures, as set forth below (“MFS Proxy Voting Policies and Procedures”), with respect to securities owned by the clients for which MFS serves as investment adviser and has the power to vote proxies, including the pooled investment vehicles sponsored by MFS (the “MFS Funds”). References to “clients” in these policies and procedures include the MFS Funds and other clients of MFS, such as funds organized offshore, sub-advised funds and separate account clients, to the extent these clients have delegated to MFS the responsibility to vote proxies on their behalf under the MFS Proxy Voting Policies and Procedures.

 

The MFS Proxy Voting Policies and Procedures include:

 

A. Voting Guidelines;

 

B. Administrative Procedures;

 

C Records Retention; and

 

D. Reports.

 

A . VOTING GUIDELINES

 

1. General Policy; Potential Conflicts of Interest

 

MFS’ policy is that proxy voting decisions are made in what MFS believes to be the best long-term economic interests of MFS’ clients, and not in the interests of any other party or in MFS' corporate interests, including interests such as the distribution of MFS Fund shares and institutional client relationships.

 

MFS reviews corporate governance issues and proxy voting matters that are presented for shareholder vote by either management or shareholders of public companies. Based on the overall

 

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MFS Investment Management
111 Huntington Avenue
Boston, MA 02199-7618

 

principle that all votes cast by MFS on behalf of its clients must be in what MFS believes to be the best long-term economic interests of such clients, MFS has adopted proxy voting guidelines, set forth below, that govern how MFS generally will vote on specific matters presented for shareholder vote.

 

As a general matter, MFS votes consistently on similar proxy proposals across all shareholder meetings. However, some proxy proposals, such as certain excessive executive compensation, environmental, social and governance matters, are analyzed on a case-by-case basis in light of all the relevant facts and circumstances of the proposal. Therefore, MFS may vote similar proposals differently at different shareholder meetings based on the specific facts and circumstances of the issuer or the terms of the proposal. In addition, MFS also reserves the right to override the guidelines with respect to a particular proxy proposal when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS’ clients.

 

MFS also generally votes consistently on the same matter when securities of an issuer are held by multiple client accounts, unless MFS has received explicit voting instructions to vote differently from a client for its own account. From time to time, MFS may also receive comments on the MFS Proxy Voting Policies and Procedures from its clients. These comments are carefully considered by MFS when it reviews these guidelines and revises them as appropriate.

 

These policies and procedures are intended to address any potential material conflicts of interest on the part of MFS or its subsidiaries that are likely to arise in connection with the voting of proxies on behalf of MFS’ clients. If such potential material conflicts of interest do arise, MFS will analyze, document and report on such potential material conflicts of interest (see Sections B.2 and D below), and shall ultimately vote the relevant proxies in what MFS believes to be the best long-term economic interests of its clients. The MFS Proxy Voting Committee is responsible for monitoring and reporting with respect to such potential material conflicts of interest.

 

MFS is also a signatory to the United Nations Principles for Responsible Investment. In developing these guidelines, MFS considered environmental, social and corporate governance issues in light of MFS’ fiduciary obligation to vote proxies in the best long-term economic interest of its clients.

 

2. MFS’ Policy on Specific Issues

 

Election of Directors

 

MFS believes that good governance should be based on a board with at least a simple majority of directors who are “independent” of management, and whose key committees (e.g., compensation, nominating, and audit committees) consist entirely of “independent” directors. While MFS generally supports the board’s nominees in uncontested or non-contentious elections, we will not support a nominee to a board of a U.S. issuer (or issuer listed on a U.S. exchange) if, as a result of such nominee being elected to the board, the board would consist of a simple majority of members who are not “independent” or, alternatively, the compensation, nominating (including instances in which the full board serves as the compensation or nominating committee) or audit committees would include members who are not “independent.”

 

MFS will also not support a nominee to a board if we can determine that he or she attended less than 75% of the board and/or relevant committee meetings in the previous year without a valid reason stated in the proxy materials or other company communications. In addition, MFS may not support some or all nominees standing for re-election to a board if we can determine: (1) the board or its compensation committee has re-priced or exchanged

 

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MFS Investment Management
111 Huntington Avenue
Boston, MA 02199-7618

 

underwater stock options since the last annual meeting of shareholders and without shareholder approval; (2) the board or relevant committee has not taken adequately responsive action to an issue that received majority support or opposition from shareholders; (3) the board has implemented a poison pill without shareholder approval since the last annual meeting and such poison pill is not on the subsequent shareholder meeting's agenda, (including those related to net-operating loss carryforwards); (4) the board or relevant committee has failed to adequately oversee risk by allowing the hedging and/or significant pledging of company shares by executives; or (5) there are governance concerns with a director or issuer.

 

MFS may not support certain board nominees of U.S. issuers under certain circumstances where MFS deems compensation to be egregious due to pay-for-performance issues and/or poor pay practices. Please see the section below titled “MFS’ Policy on Specific Issues - Advisory Votes on Executive Compensation” for further details.

 

MFS evaluates a contested or contentious election of directors on a case-by-case basis considering the long-term financial performance of the company relative to its industry, management's track record, the qualifications of all nominees, and an evaluation of what each side is offering shareholders.

 

Majority Voting and Director Elections

 

MFS votes for reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company’s bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats ( e.g., contested elections) (“Majority Vote Proposals”).

 

Classified Boards

 

MFS generally supports proposals to declassify a board (i.e.; a board in which only one-third of board members is elected each year) for all issuers other than for certain closed-end investment companies. MFS generally opposes proposals to classify a board for issuers other than for certain closed-end investment companies.

 

Proxy Access

 

MFS believes that the ability of qualifying shareholders to nominate a certain number of directors on the company's proxy statement ("Proxy Access") may have corporate governance benefits. However, such potential benefits must be balanced by its potential misuse by shareholders. Therefore, we support Proxy Access proposals at U.S. issuers that establish an ownership criteria of 3% of the company held continuously for a period of 3 years. MFS analyzes all other proposals seeking Proxy Access on a case-by-case basis. In its analysis, MFS will consider the proposed ownership criteria for qualifying shareholders (such as ownership threshold and holding period) as well as the proponent's rationale for seeking Proxy Access.

 

Stock Plans

 

MFS opposes stock option programs and restricted stock plans that provide unduly generous compensation for officers, directors or employees, or that could result in excessive dilution to other shareholders. As a general guideline, MFS votes against restricted stock, stock option, non-employee director, omnibus stock plans and any other stock plan if all such plans for a particular company involve potential dilution, in the aggregate, of more than 15%. However, MFS will also vote against stock plans that involve potential dilution, in aggregate, of more than 10% at U.S. issuers that are listed in the

 

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MFS Investment Management
111 Huntington Avenue
Boston, MA 02199-7618

 

Standard and Poor’s 100 index as of December 31 of the previous year. In the cases where a stock plan amendment is seeking qualitative changes and not additional shares, MFS will vote its shares on a case-by-case basis.

 

MFS also opposes stock option programs that allow the board or the compensation committee to re-price underwater options or to automatically replenish shares without shareholder approval. MFS also votes against stock option programs for officers, employees or non-employee directors that do not require an investment by the optionee, that give “free rides” on the stock price, or that permit grants of stock options with an exercise price below fair market value on the date the options are granted. MFS will consider proposals to exchange existing options for newly issued options, restricted stock or cash on a case-by-case basis, taking into account certain factors, including, but not limited to, whether there is a reasonable value-for-value exchange and whether senior executives are excluded from participating in the exchange.

 

MFS supports the use of a broad-based employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and do not result in excessive dilution.

 

Shareholder Proposals on Executive Compensation

 

MFS believes that competitive compensation packages are necessary to attract, motivate and retain executives. However, MFS also recognizes that certain executive compensation practices can be “excessive” and not in the best, long-term economic interest of a company’s shareholders. We believe that the election of an issuer’s board of directors (as outlined above), votes on stock plans (as outlined above) and advisory votes on pay (as outlined below) are typically the most effective mechanisms to express our view on a company’s compensation practices.

 

MFS generally opposes shareholder proposals that seek to set rigid restrictions on executive compensation as MFS believes that compensation committees should retain some flexibility to determine the appropriate pay package for executives. Although we support linking executive stock option grants to a company’s performance, MFS also opposes shareholder proposals that mandate a link of performance-based pay to a specific metric. MFS generally supports reasonably crafted shareholder proposals that (i) require the issuer to adopt a policy to recover the portion of performance-based bonuses and awards paid to senior executives that were not earned based upon a significant negative restatement of earnings unless the company already has adopted a satisfactory policy on the matter, (ii) expressly prohibit the backdating of stock options, and (iii) prohibit the acceleration of vesting of equity awards upon a broad definition of a "change-in-control" (e.g.; single or modified single-trigger).

 

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Boston, MA 02199-7618

 

Advisory Votes on Executive Compensation

 

MFS will analyze advisory votes on executive compensation on a case-by-case basis. MFS will vote against an advisory vote on executive compensation if MFS determines that the issuer has adopted excessive executive compensation practices and will vote in favor of an advisory vote on executive compensation if MFS has not determined that the issuer has adopted excessive executive compensation practices. Examples of excessive executive compensation practices may include, but are not limited to, a pay-for-performance disconnect, employment contract terms such as guaranteed bonus provisions, unwarranted pension payouts, backdated stock options, overly generous hiring bonuses for chief executive officers, unnecessary perquisites, or the potential reimbursement of excise taxes to an executive in regards to a severance package. In cases where MFS (i) votes against consecutive advisory pay votes, or (ii) determines that a particularly egregious excessive executive compensation practice has occurred, then MFS may also vote against certain or all board nominees. MFS may also vote against certain or all board nominees if an advisory pay vote for a U.S. issuer is not on the agenda, or the company has not implemented the advisory vote frequency supported by a plurality/ majority of shareholders.

 

MFS generally supports proposals to include an advisory shareholder vote on an issuer’s executive compensation practices on an annual basis.

 

“Golden Parachutes”

 

From time to time, MFS may evaluate a separate, advisory vote on severance packages or “golden parachutes” to certain executives at the same time as a vote on a proposed merger or acquisition. MFS will support an advisory vote on a severance package on a on a case-by-case basis, and MFS may vote against the severance package regardless of whether MFS supports the proposed merger or acquisition.

 

Shareholders of companies may also submit proxy proposals that would require shareholder approval of severance packages for executive officers that exceed certain predetermined thresholds. MFS votes in favor of such shareholder proposals when they would require shareholder approval of any severance package for an executive officer that exceeds a certain multiple of such officer’s annual compensation that is not determined in MFS’ judgment to be excessive.

 

Anti-Takeover Measures

 

In general, MFS votes against any measure that inhibits capital appreciation in a stock, including proposals that protect management from action by shareholders. These types of proposals take many forms, ranging from “poison pills” and “shark repellents” to super-majority requirements.

 

MFS generally votes for proposals to rescind existing “poison pills” and proposals that would require shareholder approval to adopt prospective “poison pills,” unless the company already has adopted a clearly satisfactory policy on the matter. MFS may consider the adoption of a prospective “poison pill” or the continuation of an existing “poison pill” if we can determine that the following two conditions are met: (1) the “poison pill” allows MFS clients to hold an aggregate position of up to 15% of a company's total voting securities (and of any class of voting securities); and (2) either (a) the “poison pill” has a term of not longer than five years, provided that MFS will consider voting in favor of the “poison pill” if the term does not exceed seven years and the “poison pill” is linked to a business strategy or purpose that MFS believes is likely to result in greater value for shareholders; or (b) the terms of the “poison pill” allow MFS clients the opportunity to accept a fairly structured and attractively priced tender offer (e.g. a “chewable poison pill” that automatically dissolves in the event of an all cash, all shares tender offer at a premium price). MFS will also consider on a case-by-case basis proposals designed to prevent tenders which are disadvantageous to shareholders such as tenders at below market prices and tenders for substantially less than all shares of an issuer.

 

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MFS will consider any poison pills designed to protect a company’s net-operating loss carryforwards on a case-by-case basis, weighing the accounting and tax benefits of such a pill against the risk of deterring future acquisition candidates.

 

Reincorporation and Reorganization Proposals

 

When presented with a proposal to reincorporate a company under the laws of a different state, or to effect some other type of corporate reorganization, MFS considers the underlying purpose and ultimate effect of such a proposal in determining whether or not to support such a measure. MFS generally votes with management in regards to these types of proposals, however, if MFS believes the proposal is in the best long-term economic interests of its clients, then MFS may vote against management (e.g. the intent or effect would be to create additional inappropriate impediments to possible acquisitions or takeovers).

 

Issuance of Stock

 

There are many legitimate reasons for the issuance of stock. Nevertheless, as noted above under “Stock Plans,” when a stock option plan (either individually or when aggregated with other plans of the same company) would substantially dilute the existing equity (e.g. by approximately 10-15% as described above), MFS generally votes against the plan. In addition, MFS typically votes against proposals where management is asking for authorization to issue common or preferred stock with no reason stated (a “blank check”) because the unexplained authorization could work as a potential anti-takeover device. MFS may also vote against the authorization or issuance of common or preferred stock if MFS determines that the requested authorization is excessive or not warranted.

 

Repurchase Programs

 

MFS supports proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares on the open market, or a company making a tender offer to its own shareholders.

 

Cumulative Voting

 

MFS opposes proposals that seek to introduce cumulative voting and for proposals that seek to eliminate cumulative voting. In either case, MFS will consider whether cumulative voting is likely to enhance the interests of MFS’ clients as minority shareholders.

 

Written Consent and Special Meetings

 

The right to call a special meeting or act by written consent can be a powerful tool for shareholders. As such, MFS supports proposals requesting the right for shareholders who hold at least 10% of the issuer’s outstanding stock to call a special meeting. MFS also supports proposals requesting the right for shareholders to act by written consent.

 

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111 Huntington Avenue
Boston, MA 02199-7618

 

Independent Auditors

 

MFS believes that the appointment of auditors for U.S. issuers is best left to the board of directors of the company and therefore supports the ratification of the board’s selection of an auditor for the company. Some shareholder groups have submitted proposals to limit the non-audit activities of a company’s audit firm or prohibit any non-audit services by a company’s auditors to that company. MFS opposes proposals recommending the prohibition or limitation of the performance of non-audit services by an auditor, and proposals recommending the removal of a company’s auditor due to the performance of non-audit work for the company by its auditor. MFS believes that the board, or its audit committee, should have the discretion to hire the company’s auditor for specific pieces of non-audit work in the limited situations permitted under current law.

 

Other Business

 

MFS generally votes against "other business" proposals as the content of any such matter is not known at the time of our vote.

 

Adjourn Shareholder Meeting

 

MFS generally supports proposals to adjourn a shareholder meeting if we support the other ballot items on the meeting's agenda. MFS generally votes against proposals to adjourn a meeting if we do not support the other ballot items on the meeting's agenda.

 

Environmental, Social and Governance (“ESG”) Issues

 

MFS believes that a company’s ESG practices may have an impact on the company’s long-term economic financial performance and will generally support proposals relating to ESG issues that MFS believes are in the best long-term economic interest of the company’s shareholders. For those ESG proposals for which a specific policy has not been adopted, MFS considers such ESG proposals on a case-by-case basis. As a result, it may vote similar proposals differently at various shareholder meetings based on the specific facts and circumstances of such proposal.

 

MFS generally supports proposals that seek to remove governance structures that insulate management from shareholders (i.e., anti-takeover measures) or that seek to enhance shareholder rights. Many of these governance-related issues, including compensation issues, are outlined within the context of the above guidelines. In addition, MFS typically supports proposals that require an issuer to reimburse successful dissident shareholders (who are not seeking control of the company) for reasonable expenses that such dissident incurred in soliciting an alternative slate of director candidates. MFS also generally supports reasonably crafted shareholder proposals requesting increased disclosure around the company’s use of collateral in derivatives trading. MFS typically supports proposals for an independent board chairperson. However, we may not support such proposals if we determine there to be an appropriate and effective counter-balancing leadership structure in place (e.g.; a strong, independent lead director with an appropriate level of powers and duties). For any governance-related proposal for which an explicit guideline is not provided above, MFS will consider such proposals on a case-by-case basis and will support such proposals if MFS believes that it is in the best long-term economic interest of the company’s shareholders.

 

MFS generally supports proposals that request disclosure on the impact of environmental issues on the company’s operations, sales, and capital investments. However, MFS may not support such proposals based on the facts and circumstances surrounding a specific proposal, including, but not limited to, whether (i) the proposal is unduly costly, restrictive, or burdensome, (ii) the company already provides publicly-available information that is sufficient to enable shareholders to evaluate the potential opportunities and risks that environmental matters pose to the company’s operations, sales and capital investments, or (iii) the proposal seeks a level of disclosure that exceeds that provided by the company’s industry peers. MFS will analyze all other environmental proposals on a case-by-case

 

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basis and will support such proposals if MFS believes such proposal is in the best long-term economic interest of the company’s shareholders.

 

MFS will analyze social proposals on a case-by-case basis. MFS will support such proposals if MFS believes that such proposal is in the best long-term economic interest of the company’s shareholders. Generally, MFS will support shareholder proposals that (i) seek to amend a company’s equal employment opportunity policy to prohibit discrimination based on sexual orientation and gender identity; and (ii) request additional disclosure regarding a company’s political contributions (including trade organizations and lobbying activity) (unless the company already provides publicly-available information that is sufficient to enable shareholders to evaluate the potential opportunities and risks that such contributions pose to the company’s operations, sales and capital investments).

 

The laws of various states or countries may regulate how the interests of certain clients subject to those laws (e.g. state pension plans) are voted with respect to social issues. Thus, it may be necessary to cast ballots differently for certain clients than MFS might normally do for other clients.

 

Foreign Issuers

 

MFS generally supports the election of a director nominee standing for re-election in uncontested or non-contentious elections unless it can be determined that (1) he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason given in the proxy materials; (2) since the last annual meeting of shareholders and without shareholder approval, the board or its compensation committee has re-priced underwater stock options; or (3) since the last annual meeting, the board has either implemented a poison pill without shareholder approval or has not taken responsive action to a majority shareholder approved resolution recommending that the “poison pill” be rescinded. In such circumstances, we will vote against director nominee(s). Also, certain markets outside of the U.S. have adopted best practice guidelines relating to corporate governance matters ( e.g . the United Kingdom’s Corporate Governance Code). Many of these guidelines operate on a “comply or explain” basis. As such, MFS will evaluate any explanations by companies relating to their compliance with a particular corporate governance guideline on a case-by-case basis and may vote against the board nominees or other relevant ballot item if such explanation is not satisfactory. In some circumstances, MFS may submit a vote to abstain from certain director nominees or the relevant ballot items if we have concerns with the nominee or ballot item, but do not believe these concerns rise to the level where a vote against is warranted.

 

MFS generally supports the election of auditors, but may determine to vote against the election of a statutory auditor in certain markets if MFS reasonably believes that the statutory auditor is not truly independent.

 

Some international markets have also adopted mandatory requirements for all companies to hold shareholder votes on executive compensation. MFS will vote against such proposals if MFS determines that a company’s executive compensation practices are excessive, considering such factors as the specific market’s best practices that seek to maintain appropriate pay-for-performance alignment and to create long-term shareholder value. We may alternatively submit an abstention vote on such proposals in circumstances where our executive compensation concerns are not as severe.

 

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Many other items on foreign proxies involve repetitive, non-controversial matters that are mandated by local law. Accordingly, the items that are generally deemed routine and which do not require the exercise of judgment under these guidelines (and therefore voted with management) for foreign issuers include, but are not limited to, the following: (i) receiving financial statements or other reports from the board; (ii) approval of declarations of dividends; (iii) appointment of shareholders to sign board meeting minutes; (iv) discharge of management and supervisory boards; and (v) approval of share repurchase programs (absent any anti-takeover or other concerns). MFS will evaluate all other items on proxies for foreign companies in the context of the guidelines described above, but will generally vote against an item if there is not sufficient information disclosed in order to make an informed voting decision. For any ballot item where MFS wishes to express a more moderate level of concern than a vote of against, we will cast a vote to abstain.

 

In accordance with local law or business practices, some foreign companies or custodians prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior or subsequent to the meeting (e.g. one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the “block” restriction lifted early (e.g. in some countries shares generally can be “unblocked” up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer’s transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods or in markets where some custodians may block shares, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote that outweighs the disadvantage of being unable to sell the stock.

 

In limited circumstances, other market specific impediments to voting shares may limit our ability to cast votes, including, but not limited to, late delivery of proxy materials, untimely vote cut-off dates, power of attorney and share re-registration requirements, or any other unusual voting requirements. In these limited instances, MFS votes securities on a best efforts basis in the context of the guidelines described above.

 

B.    ADMINISTRATIVE PROCEDURES

 

1. MFS Proxy Voting Committee

 

The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which includes senior personnel from the MFS Legal and Global Investment Support Departments. The Proxy Voting Committee does not include individuals whose primary duties relate to client relationship management, marketing, or sales. The MFS Proxy Voting Committee:

 

a. Reviews these MFS Proxy Voting Policies and Procedures at least annually and recommends any amendments considered to be necessary or advisable;

 

b. Determines whether any potential material conflict of interest exists with respect to instances in which MFS (i) seeks to override these MFS Proxy Voting Policies and Procedures; (ii) votes on ballot items not governed by these MFS Proxy Voting Policies and Procedures; (iii) evaluates an excessive executive compensation issue in relation to

 

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the election of directors; or (iv) requests a vote recommendation from an MFS portfolio manager or investment analyst (e.g. mergers and acquisitions); and

 

c. Considers special proxy issues as they may arise from time to time.

 

2. Potential Conflicts of Interest

 

The MFS Proxy Voting Committee is responsible for monitoring potential material conflicts of interest on the part of MFS or its subsidiaries that could arise in connection with the voting of proxies on behalf of MFS’ clients. Due to the client focus of our investment management business, we believe that the potential for actual material conflict of interest issues is small. Nonetheless, we have developed precautions to assure that all proxy votes are cast in the best long-term economic interest of shareholders. 34 Other MFS internal policies require all MFS employees to avoid actual and potential conflicts of interests between personal activities and MFS’ client activities. If an employee (including investment professionals) identifies an actual or potential conflict of interest with respect to any voting decision (including the ownership of securities in their individual portfolio), then that employee must recuse himself/herself from participating in the voting process. Any significant attempt by an employee of MFS or its subsidiaries to unduly influence MFS’ voting on a particular proxy matter should also be reported to the MFS Proxy Voting Committee.

 

In cases where proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures, no material conflict of interest will be deemed to exist. In cases where (i) MFS is considering overriding these MFS Proxy Voting Policies and Procedures, (ii) matters presented for vote are not governed by these MFS Proxy Voting Policies and Procedures, (iii) MFS evaluates a potentially excessive executive compensation issue in relation to the election of directors or advisory pay or severance package vote, (iv) a vote recommendation is requested from an MFS portfolio manager or investment analyst (e.g. mergers and acquisitions); or (v) MFS evaluates a director nominee who also serves as a director of the MFS Funds (collectively, “Non-Standard Votes”); the MFS Proxy Voting Committee will follow these procedures:

 

a. Compare the name of the issuer of such proxy against a list of significant current (i) distributors of MFS Fund shares, and (ii) MFS institutional clients (the “MFS Significant Distributor and Client List”);

 

b. If the name of the issuer does not appear on the MFS Significant Distributor and Client List, then no material conflict of interest will be deemed to exist, and the proxy will be voted as otherwise determined by the MFS Proxy Voting Committee;

 

c. If the name of the issuer appears on the MFS Significant Distributor and Client List, then the MFS Proxy Voting Committee will be apprised of that fact and each member of the MFS Proxy Voting Committee will carefully evaluate the proposed vote in order to ensure that the proxy ultimately is voted in what MFS believes to be the best long-term economic interests of MFS’ clients, and not in MFS' corporate interests; and

 

d. For all potential material conflicts of interest identified under clause (c) above, the MFS Proxy Voting Committee will document: the name of the issuer, the issuer’s relationship to MFS, the analysis of the matters submitted for proxy vote, the votes as to be cast and the reasons why the MFS Proxy Voting Committee determined that the votes were cast in the best long-term economic interests of MFS’ clients, and not in MFS' corporate interests. A copy of the foregoing documentation will be provided to MFS’ Conflicts Officer.

 

The members of the MFS Proxy Voting Committee are responsible for creating and maintaining the MFS Significant Distributor and Client List, in consultation with MFS’ distribution and institutional business units. The MFS Significant Distributor and Client List will be reviewed and updated periodically, as appropriate.

 

If an MFS client has the right to vote on a matter submitted to shareholders by Sun Life Financial, Inc. or any of its affiliates (collectively "Sun Life"), MFS will cast a vote on behalf of such MFS client pursuant to the recommendations of Institutional Shareholder Services, Inc.'s ("ISS") benchmark policy, or as required by law.

 

Except as described in the MFS Fund's prospectus, from time to time, certain MFS Funds (the “top tier fund”) may own shares of other MFS Funds (the “underlying fund”). If an underlying fund submits a matter to a shareholder vote, the top tier fund will generally vote its

 

 

34 For clarification purposes, note that MFS votes in what we believe to be the best, long-term economic interest of our clients entitled to vote at the shareholder meeting, regardless of whether other MFS clients hold “short” positions in the same issuer.

 

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shares in the same proportion as the other shareholders of the underlying fund. If there are no other shareholders in the underlying fund, the top tier fund will vote in what MFS believes to be in the top tier fund’s best long-term economic interest. If an MFS client has the right to vote on a matter submitted to shareholders by a pooled investment vehicle advised by MFS, MFS will cast a vote on behalf of such MFS client in the same proportion as the other shareholders of the pooled investment vehicle.

 

3. Gathering Proxies

 

Most proxies received by MFS and its clients originate at Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge and other service providers, on behalf of custodians, send proxy related material to the record holders of the shares beneficially owned by MFS’ clients, usually to the client’s proxy voting administrator or, less commonly, to the client itself. This material will include proxy ballots reflecting the shareholdings of Funds and of clients on the record dates for such shareholder meetings, as well as proxy materials with the issuer’s explanation of the items to be voted upon.

 

MFS, on behalf of itself and certain of its clients (including the MFS Funds) has entered into an agreement with an independent proxy administration firm pursuant to which the proxy administration firm performs various proxy vote related administrative services such as vote processing and recordkeeping functions. Except as noted below, the proxy administration firm for MFS and its clients, including the MFS Funds, is ISS. The proxy administration firm for MFS Development Funds, LLC is Glass, Lewis & Co., Inc. (“Glass Lewis”; Glass Lewis and ISS are each hereinafter referred to as the “Proxy Administrator”).

 

The Proxy Administrator receives proxy statements and proxy ballots directly or indirectly from various custodians, logs these materials into its database and matches upcoming meetings with MFS Fund and client portfolio holdings, which are input into the Proxy Administrator’s system by an MFS holdings data-feed. Through the use of the Proxy Administrator system, ballots and proxy material summaries for all upcoming shareholders’ meetings are available on-line to certain MFS employees and members of the MFS Proxy Voting Committee.

 

It is the responsibility of the Proxy Administrator and MFS to monitor the receipt of ballots. When proxy ballots and materials for clients are received by the Proxy Administrator, they are input into the Proxy Administrator’s on-line system. The Proxy Administrator then reconciles a list of all MFS accounts that hold shares of a company’s stock and the number of shares held on the record date by these accounts with the Proxy Administrator’s list of any upcoming shareholder’s meeting of that company. If a proxy ballot has not been received, the Proxy Administrator contacts the custodian requesting the reason as to why a ballot has not been received.

 

4. Analyzing Proxies

 

Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator, at the prior direction of MFS, automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by MFS. With respect to proxy matters that require the particular exercise of discretion or judgment, the MFS Proxy Voting Committee considers and votes on those proxy matters. MFS also receives research and recommendations from the Proxy Administrator which it may take into account in deciding how to vote. MFS uses the research of ISS to identify (i) circumstances in which a board may have approved excessive executive compensation, (ii) environmental and social proposals that warrant further consideration or (iii) circumstances in which a non-U.S. company is not in compliance with local governance or compensation best practices. In those situations where the only MFS fund that is eligible to vote at a shareholder meeting has Glass Lewis as its Proxy Administrator, then we will utilize research from Glass Lewis to identify such issues. MFS analyzes such issues independently and does not necessarily vote with the ISS or Glass Lewis recommendations on these issues. MFS may also use other research tools in order to identify the circumstances described above. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.

 

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As a general matter, portfolio managers and investment analysts have little involvement in most votes taken by MFS. This is designed to promote consistency in the application of MFS’ voting guidelines, to promote consistency in voting on the same or similar issues (for the same or for multiple issuers) across all client accounts, and to minimize the potential that proxy solicitors, issuers, or third parties might attempt to exert inappropriate influence on the vote. In limited types of votes (e.g. mergers and acquisitions, capitalization matters, potentially excessive executive compensation issues, or shareholder proposals relating to environmental and social issues), a representative of MFS Proxy Voting Committee may consult with or seek recommendations from MFS portfolio managers or investment analysts. 35 However, the MFS Proxy Voting Committee would ultimately determine the manner in which all proxies are voted.

 

As noted above, MFS reserves the right to override the guidelines when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS’ clients. Any such override of the guidelines shall be analyzed, documented and reported in accordance with the procedures set forth in these policies.

 

5. Voting Proxies

 

In accordance with its contract with MFS, the Proxy Administrator also generates a variety of reports for the MFS Proxy Voting Committee, and makes available on-line various other types of information so that the MFS Proxy Voting Committee or proxy team may review and monitor the votes cast by the Proxy Administrator on behalf of MFS’ clients.

 

For those markets that utilize a "record date" to determine which shareholders are eligible to vote, MFS generally will vote all eligible shares pursuant to these guidelines regardless of whether all (or a portion of) the shares held by our clients have been sold prior to the meeting date.

 

6. Securities Lending

 

From time to time, the MFS Funds or other pooled investment vehicles sponsored by MFS may participate in a securities lending program.  In the event MFS or its agent receives timely notice of a shareholder meeting for a U.S. security, MFS and its agent will attempt to recall any securities on loan before the meeting’s record date so that MFS will be entitled to vote these shares.  However, there may be instances in which MFS is unable to timely recall securities on loan for a U.S. security, in which cases MFS will not be able to vote these shares. MFS will report to the appropriate board of the MFS Funds those instances in which MFS is not able to timely recall the loaned securities. MFS generally does not recall non-U.S. securities on loan because there may be insufficient advance notice of proxy materials, record dates, or vote cut-off dates to allow MFS to timely recall the shares in certain markets on an automated basis. As a result, non-U.S. securities that are on loan will not generally be voted. If MFS receives timely notice of what MFS determines to be an unusual, significant vote for a non-U.S. security whereas MFS shares are on loan, and determines that voting is in the best long-term economic interest of shareholders, then MFS will attempt to timely recall the loaned shares.

 

 

35 From time to time, due to travel schedules and other commitments, an appropriate portfolio manager or research analyst may not be available to provide a vote recommendation. If such a recommendation cannot be obtained within a reasonable time prior to the cut-off date of the shareholder meeting, the MFS Proxy Voting Committee may determine to abstain from voting.

 

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7.    Engagement

 

The MFS Proxy Voting Policies and Procedures are available on www.mfs.com and may be accessed by both MFS’ clients and the companies in which MFS’ clients invest. From time to time, MFS may determine that it is appropriate and beneficial for representatives from the MFS Proxy Voting Committee to engage in a dialogue or written communication with a company or other shareholders regarding certain matters on the company’s proxy statement that are of concern to shareholders, including environmental, social and governance matters. A company or shareholder may also seek to engage with representatives of the MFS Proxy Voting Committee in advance of the company’s formal proxy solicitation to review issues more generally or gauge support for certain contemplated proposals.

 

C. RECORDS RETENTION

 

MFS will retain copies of these MFS Proxy Voting Policies and Procedures in effect from time to time and will retain all proxy voting reports submitted to the Board of Trustees of the MFS Funds for the period required by applicable law. Proxy solicitation materials, including electronic versions of the proxy ballots completed by representatives of the MFS Proxy Voting Committee, together with their respective notes and comments, are maintained in an electronic format by the Proxy Administrator and are accessible on-line by the MFS Proxy Voting Committee. All proxy voting materials and supporting documentation, including records generated by the Proxy Administrator’s system as to proxies processed, including the dates when proxy ballots were received and submitted, and the votes on each company’s proxy issues, are retained as required by applicable law.

 

D. REPORTS

 

U.S. Registered MFS Funds

 

MFS publicly discloses the proxy voting records of the U.S. registered MFS Funds on a quarterly basis. MFS will also report the results of its voting to the Board of Trustees of the U.S. registered MFS Funds. These reports will include: (i) a summary of how votes were cast (including advisory votes on pay and “golden parachutes”) ; (ii) a summary of votes against management’s recommendation; (iii) a review of situations where MFS did not vote in accordance with the guidelines and the rationale therefore; (iv) a review of the procedures used by MFS to identify material conflicts of interest and any matters identified as a material conflict of interest; (v) a review of these policies and the guidelines; (vi) a review of our proxy engagement activity; (vii) a report and impact assessment of instances in which the recall of loaned securities of a U.S. issuer was unsuccessful; and (viii) as necessary or appropriate, any proposed modifications thereto to reflect new developments in corporate governance and other issues. Based on these reviews, the Trustees of the U.S. registered MFS Funds will consider possible modifications to these policies to the extent necessary or advisable.

 

Other MFS Clients

 

MFS may publicly disclose the proxy voting records of certain other clients (including certain MFS Funds) or the votes it casts with respect to certain matters as required by law. A report can also be printed by MFS for each client who has requested that MFS furnish a record of votes cast. The report specifies the proxy issues which have been voted for the client during the year and the position taken with respect to each issue and, upon request, may identify situations where MFS did not vote in accordance with the MFS Proxy Voting Policies and Procedures.

 

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Except as described above, MFS generally will not divulge actual voting practices to any party other than the client or its representatives because we consider that information to be confidential and proprietary to the client. However, as noted above, MFS may determine that it is appropriate and beneficial to engage in a dialogue with a company regarding certain matters. During such dialogue with the company, MFS may disclose the vote it intends to cast in order to potentially effect positive change at a company in regards to environmental, social or governance issues.

 

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Proxy Voting Policy & Procedures Summary
Your Global Investment June 2014

 

  PIMCO has adopted written proxy voting policies and procedures (“Proxy Policy”) as required by Rule 206(4)-6 under the Advisers Act. In addition to covering the voting of equity securities, the Proxy Policy also applies generally to voting and/or consent rights of fixed income securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures. The Proxy Policy does not apply, however, to consent rights that primarily entail decisions to buy or sell investments, such as tender or exchange offers, conversions, put options, redemption and Dutch auctions. The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights (collectively, “proxies”) are exercised in the best interests of accounts.
   

 

 

 

Effective Date: October 2010

Revised Date:  October 2012

   June 2014

 

With respect to the voting of proxies relating to equity securities, PIMCO has selected an unaffiliated third party proxy research and voting service (“Proxy Voting Service”), to assist it in researching and voting proxies. With respect to each proxy received, the Proxy Voting Service researches the financial implications of the proposals and provides a recommendation to PIMCO as to how to vote on each proposal based on the Proxy Voting Service’s research of the individual facts and circumstances and the Proxy Voting Service’s application of its research findings to a set of guidelines that have been approved by PIMCO. Upon the recommendation of the applicable portfolio managers, PIMCO may determine to override any recommendation made by the Proxy Voting Service. In the event that the Proxy Voting Service does not provide a recommendation with respect to a proposal, PIMCO may determine to vote on the proposals directly.

   
  With respect to the voting of proxies relating to fixed income securities, PIMCO’s fixed income credit research group (the “Credit Research Group”) is responsible for researching and issuing

 

 
 

 

  recommendations for voting proxies.  With respect to each proxy received, the Credit Research Group researches the financial implications of the proxy proposal and makes voting recommendations specific for each account that holds the

 

  WHISTLEBLOWER POLICY | MARCH 2012

 

 
 

 

related fixed income security. PIMCO considers each proposal regarding a fixed income security on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. Upon the recommendation of the applicable portfolio managers, PIMCO may determine to override any recommendation made by the Credit Research Group. In the event that the Credit Research Group does not provide a recommendation with respect to a proposal, PIMCO may determine to vote the proposal directly.

 

PIMCO may determine not to vote a proxy for an equity or fixed income security if: (1) the effect on the applicable account’s economic interests or the value of the portfolio holding is insignificant in relation to the account’s portfolio; (2) the cost of voting the proxy outweighs the possible benefit to the applicable account, including, without limitation, situations where a jurisdiction imposes share blocking restrictions which may affect the ability of the portfolio managers to effect trades in the related security; or (3) PIMCO otherwise has determined that it is consistent with its fiduciary obligations not to vote the proxy.

 

In the event that the Proxy Voting Service or the Credit Research Group, as applicable, does not provide a recommendation or the portfolio managers of a client account propose to override a recommendation by the Proxy Voting Service, or the Credit Research Group, as applicable, PIMCO will review the proxy to determine whether there is a material conflict between PIMCO and the applicable account or among PIMCO-advised accounts. If no material conflict exists, the proxy will be voted according to the portfolio managers’ recommendation. If a material conflict does exist, PIMCO will seek to resolve the conflict in good faith and in the best interests of the applicable client account, as provided by the Proxy Policy. The Proxy Policy permits PIMCO to seek to resolve material conflicts of interest by pursuing any one of several courses of action. With respect to material conflicts of interest between PIMCO and a client account, the Proxy Policy permits PIMCO to either: (i) convene a committee to assess and resolve the conflict (the “Proxy Conflicts Committee”); or (ii) vote in accordance with protocols previously established by the Proxy Policy, the Proxy Conflicts Committee and/or other relevant procedures approved by PIMCO’s Legal and Compliance department with respect to specific types of conflicts. With respect to material conflicts of interest between one or more PIMCO-advised accounts, the Proxy Policy permits PIMCO to: (i) designate a PIMCO portfolio manager who is not subject to the conflict to determine how to vote the proxy if the conflict exists between two accounts with at least one portfolio manager in common; or (ii) permit the respective portfolio managers to vote the proxies in accordance with

 

PROXY VOTING POLICY & PROCEDURES SUMMARY | JUNE 2014

 

 
 

 

each client account’s best interests if the conflict exists between client accounts managed by different portfolio managers.

 

PIMCO will supervise and periodically review its proxy voting activities and the implementation of the Proxy Policy. PIMCO’s Proxy Policy, and information about how PIMCO voted a client’s proxies, is available upon request.

 

PROXY VOTING POLICY & PROCEDURES SUMMARY | JUNE 2014

 

 
 

 

QS Investors Proxy Voting Policy

 

Introduction

 

QS Investors (“QS”) has adopted and implemented policies and procedures, which it believes are reasonably designed to ensure that proxies are voted in the best economic interest of its clients, in accordance with its fiduciary duties and applicable regulations. This Policy shall apply to all accounts managed by QS. In addition, QS’s Proxy Policy reflects the fiduciary standards and responsibilities for ERISA accounts managed by QS.

 

Responsibilities

 

Proxy votes are the property of QS’s advisory clients. 1 As such, QS’s authority and responsibility to vote such proxies depends upon its contractual relationships with its clients. QS has delegated responsibility for affecting its advisory clients’ proxy votes to Institutional Shareholder Services (“ISS”), an independent third-party proxy voting specialist. ISS votes QS’s advisory clients’ proxies in accordance with their (ISS’s) proxy guidelines or in extremely limited circumstances, QS’s specific instructions. Where a client has given specific instructions as to how a proxy should be voted, QS will notify ISS to carry out those instructions. Where no specific instruction exists, QS will follow the procedures in voting the proxies set forth in this document, in accordance with ISS’s guidelines. Certain Taft-Hartley clients may direct QS to have ISS vote their proxies in accordance with ISS’s (or other specific) Taft Hartley voting Guidelines.

 

Alternatively, clients may elect to retain proxy voting authority and responsibility. These and other proxy-related instructions must be outlined in the investment management agreement or other contractual arrangements with each client.

 

Clients may in certain instances contract with their custodial agent and notify QS that they wish to engage in securities lending transactions. In such cases, it is the responsibility of the custodian to deduct the number of shares that are on loan to ensure they are not voted by multiple parties.

 

Policies

 

Proxy voting activities are conducted in the best economic interest of clients

 

 

1 For purposes of these Policies and Procedures, “clients” refers to persons or entities: for which QS serves as investment adviser or sub-adviser; for which QS votes proxies; and that have an economic or beneficial ownership interest in the portfolio securities of issuers soliciting such proxies.

 

 
 

 

QS works with ISS to ensure that all proxies are voted in accordance with what we believe to be the best economic interest of QS’s clients. In addition to proxy voting services provided by ISS, QS has also contracted with ISS to provide proxy advisory services. These services include research and other activities designed to gain insight into ballot decisions and make informed voting recommendations consistent with our fiduciary duty to our clients. ISS has developed and maintains Proxy Voting Guidelines (the “Guidelines”) consisting of standard voting positions on a comprehensive list of common proxy voting matters. ISS updates these Guidelines based on consideration of current corporate governance principles, industry standards, client feedback, and a number of other relevant factors. Changes to these Guidelines are communicated to QS upon implementation.

 

While ISS has been instructed to vote our clients’ proxies in accordance with ISS guidelines, QS and our clients retain the right to instruct ISS to vote differently.

 

 
 

 

QS INVESTORS PROXY VOTING POLICY

 

Management Oversight

 

Management is responsible for overseeing QS’s proxy voting activities, including reviewing and monitoring ISS’s Guidelines that provide how ISS will generally vote proxies on behalf of QS clients no less frequently than annually. Compliance is responsible for coordinating with ISS to administer the proxy voting process and overseeing ISS’s proxy responsibilities. Compliance monitors voting activity to ensure that votes are cast in accordance with ISS’s (or client-specific) guidelines.

  

Availability of Proxy Voting Policies and Procedures and proxy voting record

 

Copies of this Policy, as it may be updated from time to time, are made available to clients as required by law and otherwise at QS’s discretion. Clients may also obtain information on how their proxies were voted by QS as required by law and otherwise at QS’s discretion; however, QS must not selectively disclose its investment company clients’ proxy voting records. The Firm will make proxy voting reports available to advisory clients upon request.

 

ISS’s current Guidelines, summaries, amendments, and other pertinent information can be accessed by visiting their website at the following address: http://www.issgovernance.com/policy.

 

Procedures

 

Proxy Voting Guidelines

 

QS will review ISS’s Guidelines as necessary to support the best economic interests of QS’s clients but generally no less frequently than annually. The Firm will choose to re-adopt or amend portions of or the entirety of the Guidelines, whether as a result of the annual review or otherwise, taking solely into account the best economic interests of QS’s clients. Before re-adopting or amending the Guidelines, Compliance, in consultation with Management, will thoroughly review and evaluate the proposed change(s) and rationale to evaluate potential conflicts with client or employee interests. Rationale for any decisions not to re-adopt ISS’s Guidelines will be fully documented.

  

Specific proxy voting decisions made by Management

 

Proxy proposals (i) that are not covered by specific client instructions or the Guidelines; or (ii) that, according to the Guidelines, should be evaluated and voted on a case-by-case basis will be referred to Management and Portfolio Management.

 

Certain proxy votes may not be cast

 

In extremely limited cases, QS may determine that it is in the best economic interests of its clients not to vote certain proxies. QS will abstain from voting if:

 

· Neither the Guidelines nor specific client instructions cover an issue;
· ISS does not make a recommendation on the issue; and
· QS cannot make a good faith determination as to what would be in the client’s best interest (i.e., material conflict cannot be mitigated).

 

 
 

 

QS INVESTORS PROXY VOTING POLICY

 

In other cases, it may not be possible to vote certain proxies, despite good faith efforts to do so. Examples may include:

 

· Proxy ballot was not received from the custodian;
· Meeting notice was not received with adequate time for processing; or
· Legal restrictions, including share blocking, that may restrict liquidity or otherwise limit trading.

 

ISS will coordinate with Compliance regarding any specific proxies and any categories of proxies that will not or cannot be voted. The reasons for not voting any proxy shall be documented.

 

Conflict of Interest Procedures

 

QS seeks to mitigate conflicts inherent in proxy voting and maintain independence by partnering with ISS for voting and administration of all client ballots. These conflicts may include:

 

· The issuer is a client of QS;
· The issuer is a material business partner of QS; or
· An employee, or an immediate family member of an employee, of QS serves as an officer or director of the issuer.

 

QS believes that this Policy and our reliance on ISS for independent proxy decision-making reasonably ensure that these and other potential material conflicts are minimized, consistent with our fiduciary duty.

 

Procedures to Address Conflicts of Interest and Improper Influence

 

Note: This section addresses the limited circumstances in which items that are referred to QS by ISS. 2

 

Overriding Principle: ISS will vote all proxies in accordance with their guidelines. In the limited circumstances where ISS refers items to QS for input or a voting decision, QS will vote those proxies in accordance with what it, in good faith, determines to be the best economic interests of QS’s clients. 3

 

Independence : Compensation for all employees, particularly those with the ability to influence proxy voting in these limited circumstances, cannot be based upon their contribution to any business activity outside of QS without prior approval from management. Furthermore, they may not discuss proxy votes with any person outside of QS (and within QS only on a need to know basis).

 

 

2 ISS, a subsidiary of MSCI, Inc., does not make recommendations with respect to items pertaining to MSCI, Inc. Additionally, there may be specific items that require input from QS as it relates to employee or Firm interest in ballot items or other similar matters.
3 Any contact from external parties interested in a particular vote that attempts to exert improper pressure or influence shall be reported to Compliance.

 

 
 

 

QS INVESTORS PROXY VOTING POLICY

 

Conflict Review Procedures: For items that are referred to QS from ISS, Compliance will monitor for potential material conflicts of interest in connection with proxy proposals. Promptly upon a determination that a conflict exists in connection with a proxy proposal, the vote shall be escalated to Management. Management will collect and review any information deemed reasonably appropriate to evaluate, in its reasonable judgment, if QS or any person participating in the proxy voting process has, or has the appearance of, a material conflict of interest. For the purposes of this policy, a conflict of interest shall be considered “material” to the extent that a reasonable person could expect the conflict to influence, or appear to influence, QS’s decision on the particular vote at issue. To the extent that a conflicts review cannot be sufficiently completed, the proxies will be voted in accordance with ISS’s guidelines.

 

The information considered may include without limitation information regarding (i) client relationships; (ii) any relevant personal conflict known or brought to their attention; (iii) and any communications with members of the Firm and any person or entity outside of the organization that identifies itself as a QS advisory client regarding the vote at issue.

 

If notified that QS has a material conflict of interest, the Firm will obtain instructions as to how the proxies should be voted either (i) if time permits, from the effected clients, or (ii) in accordance with the standard guidelines. If notified that certain individuals should be recused from the proxy vote at issue, QS shall do so in accordance with the procedures set forth below.

 

Note: Any QS employee who becomes aware of a potential material conflict of interest in respect of any proxy vote to be made on behalf of clients shall notify Management and Compliance to evaluate such conflict and determine a recommended course of action.

 

At the beginning of any discussion regarding how to vote any proxy, Compliance will inquire as to whether any employee or any person participating in the proxy voting process has a personal conflict of interest or has actual knowledge of an actual or apparent conflict that has not been reported to management and/or Compliance.

 

Compliance also will inquire of these same parties whether they have actual knowledge regarding whether any director, officer or employee outside of QS that identifies itself as a QS advisory client, has: (i) requested that QS vote a particular proxy in a certain manner; (ii) attempted to influence QS in connection with proxy voting activities; or (iii) otherwise communicated with the Firm regarding the particular proxy vote at issue, and which incident has not yet been reported to management and/or Compliance.

 

Compliance will determine whether anyone should be recused from the proxy voting process, or whether QS should vote the proxy in accordance with the standard guidelines, seek instructions as to how to vote the proxy at issue from ISS, or, if time permits, the effected clients. These inquiries and discussions will be properly documented.

 

Duty to Report: Any QS employee that is aware of any actual or apparent conflict of interest relevant to, or any attempt by any person outside of organization or any entity that identifies itself as a QS advisory client to influence, how QS votes its proxies has a duty to disclose the existence of the situation to their manager and the details of the matter to the Compliance. In the case of any person participating in the deliberations on a specific vote, such disclosure should be made before engaging in any activities or participating in any discussion pertaining to that vote.

 

 
 

 

QS INVESTORS PROXY VOTING POLICY

 

Recusal of Members: Compliance will recuse any employee from participating in a specific proxy vote referred to QS if he/she (i) is personally involved in a material conflict of interest; or (ii) as determined by management and Compliance, has actual knowledge of a circumstance or fact that could affect their independent judgment, in respect of such vote. Management will also exclude from consideration the views of any person (whether requested or volunteered) if management knows, or if Compliance has determined that such other person has a material conflict of interest with respect to the particular proxy, or has attempted to influence the vote in any manner prohibited by these policies.

 

Other Procedures That Limit Conflicts of Interest

 

QS has adopted a number of policies, procedures and internal controls that are designed to avoid various conflicts of interest, including those that may arise in connection with proxy voting, including but not limited to the Confidential Information Policy and the Code of Ethics. The Firm expects that these policies, procedures and internal controls will greatly reduce the chance that the Firm (or, its employees) would be involved in, aware of or influenced by, an actual or apparent conflict of interest.

 

 
 

 

QS INVESTORS PROXY VOTING POLICY

 

Recordkeeping

 

QS will retain records of client requests for proxy voting information and will retain any documents the Firm or Compliance prepared that were material to making a voting decision or that memorialized the basis for a proxy voting decision.

 

QS also will create and maintain appropriate records documenting its compliance with this Policy, including records of its deliberations and decisions regarding conflicts of interest and their resolution.

 

With respect to QS’s investment company clients, ISS will create records of each company’s proxy voting record for 12-month periods ended June 30, in accordance with applicable law. QS will compile the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the company was entitled to vote:

 

· The name of the issuer of the portfolio security;
· The exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable means);
· The Council on Uniform Securities Identification Procedures number for the portfolio security (if the number is available through reasonably practicable means);
· The shareholder meeting date;
· A brief identification of the matter voted on;
· Whether the matter was proposed by the issuer or by a security holder;
· Whether the company cast its vote on the matter;
· How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
· Whether the company cast its vote for or against management.

 

Document Title: QS Investors Proxy Voting Policy
Compliance Category: Portfolio Management and Trading
Document Author: Steven Ducker
Original Issue Date: August 1, 2010
Last Review Date: October 10, 2013
Next Review Date: October 1, 2014
Version: 1.3

 

 
 

 

 

March 2015

 

FM Global Proxy Voting and Engagement Principles

 

State Street Global Advisors Funds Management, Inc. (“SSGA FM”), one of the industry’s largest institutional asset managers, is the investment management arm of State Street Bank and Trust Company, a wholly owned subsidiary of State Street Corporation, a leading provider of financial services to institutional investors. As an investment manager, SSGA FM has discretionary proxy voting authority over most of its client accounts, and SSGA FM votes these proxies in the manner that we believe will most likely protect and promote the long-term economic value of client investments as described in the SSGA FM Global Proxy Voting and Engagement Principles.

 

 

 
 

 

FM Global Proxy Voting and Engagement Principles

 

SSGA FM maintains Proxy Voting and Engagement Guidelines for select markets, including: the US, the EU, the UK, Australia, emerging markets and Japan. International markets that do not have specific guidelines are reviewed and voted consistent with our Global Proxy Voting and Engagement Principles; however, SSGA FM also endeavors to show sensitivity to local market practices when voting in these various markets.

 

SSGA FM’s Approach to Proxy Voting and Issuer Engagement

 

At SSGA FM, we take our fiduciary duties as an asset manager very seriously. We have a dedicated team of corporate governance professionals who help us carry out our duties as a responsible investor. These duties include engaging with companies, developing and enhancing in-house corporate governance policies, analyzing corporate governance issues on a case-by-case basis at the company level, and exercising our voting rights—all to maximize shareholder value.

 

SSGA FM’s Global Proxy Voting and Engagement Principles (the “Principles”) may take different perspectives on common governance issues that vary from one market to another and, likewise, engagement activity may take different forms in order to best achieve long-term engagement goals. We believe that proxy voting and engagement with portfolio companies is often the most direct and productive way shareholders can exercise their ownership rights, and taken together, we view these tools to be an integral part of the overall investment process.

 

We believe engagement and voting activity have a direct relationship. As a result, the integration of our engagement activities, while leveraging the exercise of our voting rights, provides a meaningful shareholder tool that we believe protects and enhances the long-term economic value of the holdings in our client accounts. SSGA FM maximizes its voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the different investment views and objectives across SSGA FM, depending on the product or strategy, the fiduciary responsibilities of share ownership and voting for which SSGA FM has voting discretion are carried out with a single voice and objective.

 

The Principles support governance structures that we believe add to, or maximize shareholder value at the companies held in our clients’ portfolios. SSGA FM conducts issuer specific engagements with companies to discuss our principles, including sustainability related risks. In addition, we encourage issuers to find ways of increasing the amount of direct communication board members have with shareholders. We believe direct communication with executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, where appropriate, we conduct collaborative engagement activities with multiple shareholders and communicate with company representatives about common concerns.

 

In conducting our engagements, SSGA FM also evaluates the various factors that play into the corporate governance framework of a country, including the macroeconomic conditions and broader political system, the quality of regulatory

 

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FM Global Proxy Voting and Engagement Principles

 

oversight, the enforcement of property and shareholder rights and the independence of the judiciary to name a few. SSGA FM understands that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, SSGA FM engages with issuers, regulators, or both, depending on the market. SSGA FM also is a member of various investor associations that seek to address broader corporate governance related policy at the country level as well as issuer specific concerns at a company level.

 

To help mitigate company specific risk, the team may collaborate with members of the active investment teams to engage with companies on corporate governance issues and address any specific concerns, or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. Outside of proxy voting season, SSGA FM conducts issuer specific engagements with companies covering various corporate governance and sustainability related topics.

 

The SSGA FM Governance Team uses a blend of quantitative and qualitative research and data to support screens to help identify issuers where active engagement may be necessary to protect and promote shareholder value. Issuer engagement may also be event driven, focusing on issuer specific corporate governance, sustainability concerns or wider industry related trends. SSGA FM also gives consideration to the size of our total position of the issuer in question and/or the potential negative governance, performance profile, and circumstance at hand. As a result, SSGA FM believes issuer engagement can take many forms and be triggered under numerous circumstances. The following methods represent how SSGA FM defines engagement methods:

 

Active

 

SSGA FM uses screening tools designed to capture a mix of company specific data including governance and sustainability profiles to help us focus our voting and engagement activity.

 

SSGA FM will actively seek direct dialogue with the board and management of companies we have identified through our screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSGA FM to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.

 

Recurring

 

SSGA FM has ongoing dialogue with its largest holdings on corporate governance and sustainability issues. SSGA FM maintains regular face-to-face meetings with these issuers, allowing SSGA FM to reinforce key tenets of good corporate governance and actively advise these issuers around concerns that SSGA FM feels may negatively impact long-terms hareholder value.

 

Reactive

 

Reactive engagement is initiated by the issuers. SSGA FM routinely discusses specific voting issues and items with the issuer community. Reactive engagement is an opportunity to address not only voting items, but also a wide range of governance and sustainability issues.

 

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FM Global Proxy Voting and Engagement Principles

 

SSGA FM has established an engagement protocol that further describes our approach to issuer engagement.

 

Measurement

 

Assessing the effectiveness of our issuer engagement process is often difficult. To limit the subjectivity of measuring our success we actively seek issuer feedback and monitor the actions issuers take post-engagement to identify tangible changes. By doing so, we are able to establish indicators to gauge how issuers respond to our concerns and to what degree these responses satisfy our requests. It is also important to note that successful engagement activity can be measured over differing time periods depending on the facts and circumstances involved. Engagements can last as short as a single meeting or span multiple years.

 

Depending on the issue and whether the engagement activity is reactive, recurring, or active, engagement with issuers can take the form of written communication, conference calls, or face-to-face meetings.SSGA FM believes active engagement is best conducted directly with company management or board members. Collaborative engagement, where multiple shareholders communicate with company representatives, can serve as a potential forum for issues that are not identified by SSGA FM as requiring active engagement, such as shareholder conference calls.

 

Proxy Voting Procedure

 

Oversight

 

The SSGA FM Corporate Governance Team is responsible for developing and implementing the Proxy Voting and Engagement Guidelines (the “Guidelines”), case-by-case voting items, issuer engagement activities, and research and analysis of governance-related issues. The implementation of the Guidelines is overseen by the SSGA Global Proxy Review Committee (“SSGA PRC”), a committee of investment, compliance and legal professionals, who provide guidance on proxy issues as described in greater detail below. Oversight of the proxy voting process is ultimately the responsibility of the¡SSGA Investment Committee. The SSGA Investment Committee reviews and approves amendments to the Guidelines. The SSGA PRC reports to the SSGA Investment Committee, and may refer certain significant proxy items to that committee.

 

Proxy Voting Process

 

In order to facilitate SSGA FM’s proxy voting process, SSGA FM retains Institutional Shareholder Services Inc. (“ISS”), a firm with expertise in proxy voting and corporate governance. SSGA FM utilizes ISS’s services in three ways: (1) as SSGA FM’s proxy voting agent (providing SSGA FM with vote execution and administration services); (2) for applying the Guidelines; and (3) as providers of research and analysis relating to general corporate governance issues and specific proxy items.

 

The SSGA FM Corporate Governance Team reviews the Guidelines with ISS on an annual basis or on a case-by-case

 

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FM Global Proxy Voting and Engagement Principles

 

basis as needed. On most routine proxy voting items (e.g., ratification of auditors), ISS will affect the proxy votes in accordance with the Guidelines.

 

In other cases, the Corporate Governance Team will evaluate the proxy solicitation to determine how to vote based on facts and circumstances, consistent with the Principles, and the accompanying Guidelines, that seek to maximize the value of our client accounts.

 

In some instances, the Corporate Governance Team may refer significant issues to the SSGA PRC for a determination of the proxy vote. In addition, in determining whether to refer a proxy vote to the SSGA PRC, the Corporate Governance. Team will consider whether a material conflict of interest exists between the interests of our client and those of SSGA FM or its affiliates (as explained in greater detail in our “Conflict of Interest” Policy).

 

SSGA FM votes in all markets where it is feasible; however, SSGA FM may refrain from voting meetings when power of attorney documentation is required, where voting will have a material impact on our ability to trade the security, where issuer-specific special documentation is required or where various market or issuer certifications are required. SSGA FM is unable to vote proxies when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction, or when they charge a meeting specific fee in excess of the typical custody service agreement.

 

Conflict of Interest

 

See SSGA’s standalone Conflicts of Interest Policy.

 

Proxy Voting and Engagement Principles

 

Directors and Boards

 

The election of directors is one of the most important fiduciary duties SSGA FM performs as a shareholder. SSGA FM believes that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such, SSGA FM seeks to vote director elections in a way which we, as a fiduciary, believe will maximize the long-term value of each portfolio’s holdings.

 

Principally, a board acts on behalf of shareholders by protecting their interests and preserving their rights. This concept establishes the standard by which board and director performance is measured. To achieve this fundamental principle, the role of the board, in SSGA FM’s view, is to carry out its responsibilities in the best long-term interest of the company and its shareholders. An independent and effective board oversees management, provides guidance on strategic matters, selects the CEO and other senior executives, creates a succession plan for the board and management, provides risk oversight and assesses the performance of the CEO and management. In contrast, management implements the business and capital allocation strategies and runs the company’s day-to-day operations. As part of SSGA FM’s engagement process, SSGA FM routinely discusses the importance of these responsibilities with the boards of issuers.

 

SSGA FM believes the quality of a board is a measure of director independence, director succession planning, board evaluations and refreshment and

 

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FM Global Proxy Voting and Engagement Principles

 

company governance practices. In voting to elect nominees, SSGA FM considers many factors. SSGA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will effectively monitor management, maintain appropriate governance practices, and perform oversight functions necessary to protect shareholder interests. SSGA FM also believes the right mix of skills, independence and qualifications among directors provides boards with the knowledge and direct experience to deal with risks and operating structures that are often unique and complex from one industry to another.

 

Accounting and Audit Related Issues

 

SSGA FM believes audit committees are critical and necessary as part of the board’s risk oversight role. The audit committee is responsible for setting out an internal audit function to provide robust audit and internal control systems designed to effectively manage potential and emerging risks to the company’s operations and strategy. SSGA FM believes audit committees should have independent directors as members, and SSGA FM will hold the members of the audit committee responsible for overseeing the management of the audit function.

 

The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of the internal controls and the independence of the audit process are essential if investors are to rely on financial statements. Also, it is important for the audit committee to appoint external auditors who are independent from management as we expect auditors to provide assurance as of a company’s financial condition.

 

Capital Structure, Reorganization and Mergers

 

The ability to raise capital is critical for companies to carry out strategy, grow and achieve returns above their costɢof capital. The approval of capital raising activities is fundamental to a shareholder’s ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. Altering the capital structure of a company is a critical decision for boards and in making such a critical decision, SSGA FM believes the company should have a well explained business rationale that is consistent with corporate strategy and not overly dilute its shareholders.

 

Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation.

 

Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the company’s operations, will be supported. In evaluating mergers and acquisitions, SSGA FM considers the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, SSGA FM uses its discretion in order to maximize shareholder value.

 

Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer making an offer, or reducing the likelihood of a successful offer. SSGA FM does not support proposals that reduce shareholders’ rights, entrench management or reduce

 

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FM Global Proxy Voting and Engagement Principles

 

the likelihood of shareholder’s right to vote on reasonable offers.

 

Compensation

 

SSGA FM considers the board’s responsibility to include setting the appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSGA FM’s analysis of executive compensation; SSGA FM believes that there should be a direct relationship between executive compensation and company performance over the long-term.

 

Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests, as well as with corporate strategy and performance. SSGA FM may oppose remuneration reports where pay seems misaligned with shareholders’ interests. SSGA FM may also consider executive compensation practices when re-electing members of the remuneration committee.

 

SSGA FM recognizes that compensation policies and practices are unique from market to market; often with significant differences between the level of disclosures, the amount and forms of compensation paid, and the ability of shareholders to approve executive compensation practices. As a result, our ability to assess the appropriateness of executive compensation is often dependent on market practices and laws.

 

Environmental and Social Issues

 

As a fiduciary, SSGA FM considers the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors may not only have an impact on the reputation of companies but may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.

 

SSGA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could be the result of anything from regulation and litigation, physical threats (severe weather, climate change), economic trends to shifts in consumer behavior.

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Global Proxy Voting and Engagement Principles

 

In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to demonstrate how sustainability fits into operations and business activities. SSGA FM’s team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on a company, its industry, operations, and geographic footprint. SSGA FM may also take action against the re-election of board members if we have serious concerns over ESG practices and the company has not been responsive to shareholder requests to amend them.

 

General/Routine

 

Although SSGA FM does not seek involvement in the day-to-day operations of an organization, SSGA FM recognizes the need for conscientious oversight and input into management decisions that may affect a company’s value. SSGA FM supports proposals that encourage economically advantageous corporate practices and governance, while leaving decisions that are deemed to be routine or constitute ordinary business to management and the board of directors.

 

Securities on Loan

 

For funds where SSGA FM acts as trustee, SSGA FM may recall securities in instances where SSGA FM believes that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, SSGA FM must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, SSGA FM does not receive timely notice, and is unable to recall the shares on or before the record date. Second, SSGA FM, exercising its discretion may recall shares if it believes the benefit of voting shares will outweigh the foregone lending income. This determination requires SSGA FM, with the information available at the time, to form judgments about events or outcomes that are difficult to quantify. Given past experience in this area, however, we believe that the recall of securities will rarely provide an economic benefit that outweighs the cost of the foregone lending income.

 

Reporting

 

Any client who wishes to receive information on how its proxies were voted should contact its SSGA FM relationship manager.

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Global Proxy Voting and Engagement Principles

 

ssga.com

 

State Street Global Advisors Worldwide Entities

 

Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 664 7727.

 

The views expressed in this material are the views of SSGA Corporate Governance Team through the period ended February 28, 2015 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.

 

Investing involves risk including the risk of loss of principal.

 

The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent.

 

The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.

 

  © 2015 State Street Corporation. All Rights Reserved.
STATE STREET GLOBAL ADVISORS ID3430-INST-5405 0315 Exp. Date: 02/29/2016

 

 
 

 

March 2015

 

FM Proxy Voting and Engagement Guidelines

 

Australia

 

State Street Global Advisors Funds Management, Inc.’s (“SSGA FM”) Australia Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in Australia. This policy complements and should be read in conjunction with SSGA FM’s Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSGA FM’s approach to voting and engaging with companies, and SSGA’s Conflict of Interest Policy.

 

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

SSGA FM’s Australia Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a company’s business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.

 

When voting and engaging with companies in global markets, SSGA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a country’s regulatory requirements do not address some of the key philosophical principles that SSGA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.

 

In its analysis and research in to corporate governance issues in Australia, SSGA FM expects all companies at a minimum to comply with the ASX Corporate Governance Principles. Companies should provide detailed explanations under the Principles’ ‘comply or explain’ approach, especially where they fail to meet requirements and why any such non-compliance would serve shareholders’ long-term interests. On some governance matters, such as composition of audit committees, we hold Australian companies to our global standards requiring all directors on the committee to be independent of management.

 

SSGA FM’s Proxy Voting and Engagement Philosophy

 

In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (“ESG”) issues in a manner consistent with maximizing shareholder value.

 

The team works alongside members of SSGA FM’s active fundamental and the Asia-Pacific (“APAC”) investment teams; collaborating on issuer

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

engagement and providing input on company specific fundamentals. SSGA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.

 

SSGA FM is a signatory to the United Nations Principles of Responsible Investment (“UNPRI”) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.

 

Directors and Boards

 

SSGA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSGA FM believes independent directors are crucial to good corporate governance and help management establish sound ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.

 

SSGA FM’s broad criteria for director independence in Australian companies include factors such as:

 

· Participation in related-party transactions and other business relations with the company;

· Employment history with company;

· Relations with controlling shareholders; and

· Family ties with any of the company’s advisers, directors or senior employees.

 

When considering the election or re-election of a director, SSGA FM also considers the number of outside board director-ships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSGA FM monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure. SSGA FM supports the annual election of directors and encourages Australian companies to adopt this practice.

 

While SSGA FM is generally supportive of having the roles of chairman and CEO separated in the Australia market, SSGA FM assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the company’s specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSGA FM will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.

 

SSGA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment. (e.g. fraud,

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

criminal wrongdoing, breach of fiduciary responsibilities)

 

SSGA FM believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Australian Corporate Governance Principles requires ASX listed companies to have an audit committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. It also requires that the committee be chaired by an independent director who is not the chair of the board. SSGA FM holds Australian companies to its global standards for developed financial markets, by requiring that all members of the audit committee be independent directors.

 

In its analysis of boards, SSGA FM considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSGA FM may vote against the re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.

 

Executive pay is another important aspect of corporate governance. SSGA FM believes that executive pay should be determined by the board of directors and SSGA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. Australian Corporate Governance Principles requires ASX listed companies to have a remuneration committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. Since Australia has a non-binding vote on pay with a two-strike rule requiring a board spill in the event of a second strike, SSGA FM believes that the vote provides investors a mechanism to address concerns it may have on the quality of oversight provided by the board on remuneration issues. Accordingly SSGA FM voting guidelines accommodate local market practice.

 

Indemnification and limitations on liability

 

Generally, SSGA FM supports proposals to limit directors’ liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Proxy Voting and Engagement Guidelines

 

Audit Related Issues

 

Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.

 

Appointment of External Auditors

 

SSGA FM believes that a company’s auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA FM may consider auditor tenure when evaluating the audit process.

 

Shareholder Rights and Capital Related Issues

 

Share Issuances

 

The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders’ ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA FM supports capital increases that have sound business reasons and are not excessive relative to a company’s existing capital base.

 

Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seeks to issue new shares whilst dis-applying pre-emption rights, SSGA FM may vote against if such authorities are greater than 20% of the issued share capital. SSGA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for specific purpose.

 

Share Repurchase Programs

 

SSGA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

number of shares to be repurchased, and the time frame for the repurchase. SSGA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.

 

Dividends

 

SSGA FM generally supports dividend payouts that constitute 30% or more of net income. SSGA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the company’s financial position. Particular attention will be paid where the payment may damage the company’s long-term financial health.

 

Mergers and Acquisitions

 

Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the company’s operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders’ rights are not supported. SSGA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:

 

· Offer premium;

· Strategic rationale;

· Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest;

· Offers made at a premium and where there are no other higher bidders; and

· Offers in which the secondary market price is substantially lower than the net asset value.

 

SSGA FM may vote against a transaction considering the following:

 

· Offers with potentially damaging consequences for minority shareholders because of illiquid stock;

· Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and

· At the time of voting, the current market price of the security exceeds the bid price.

 

Anti-Takeover Measures

 

SSGA FM opposes antitakeover defenses, such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.

 

Remuneration

 

Executive Pay

 

There is a simple underlying philosophy that guides SSGA FM’s analysis of executive pay—there should be a direct relationship between remuneration and company performance over the long-term. Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA FM considers factors such as adequate disclosure of different remuneration

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA FM may oppose remuneration reports where there seems to be a misalignment between pay and shareholders’ interests and where incentive policies and schemes have a re-test option or feature. SSGA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.

 

Equity Incentives Plans

 

SSGA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.

 

Non-Executive Director Pay

 

Authorities seeking shareholder approval for non-executive directors’ fees are generally not controversial. SSGA FM generally supports resolutions regarding directors’ fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA FM will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.

 

Risk Management

 

SSGA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA FM allows boards discretion over how they provide oversight in this area. However, SSGA FM expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.

 

Environmental and Social Issues

 

As a fiduciary, SSGA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

SSGA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.

 

In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSGA FM’s team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Proxy Voting and Engagement Guidelines

 

ssga.com

 

State Street Global Advisors Worldwide Entities

 

Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 664 7727.

 

The views expressed in this material are the views of SSGA Corporate Governance Team through the period ended February 28, 2015 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.

 

Investing involves risk including the risk of loss of principal.

 

The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent.

 

The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.

 

  © 2015 State Street Corporation. All Rights Reserved.
STATE STREET GLOBAL ADVISORS ID3503-INST-5431 0315 Exp. Date: 03/31/2016

 

 
 

 

March 2015

 

FM Proxy Voting and Engagement Guidelines

 

Emerging Markets

 

State Street Global Advisors Funds Management, Inc.’s (“SSGA FM”) Emerging Market Proxy Voting and Engagement Guidelines cover different corporate governance frameworks and practices in emerging markets. This policy complements and should be read in conjunction with SSGA FM’s overarching Global Proxy Voting and Engagement Principles which provides a detailed explanation of SSGA FM’s approach to voting and engaging with companies, and SSGA’s Conflicts of Interest Policy.

 

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

At SSGA FM, we recognize that countries in emerging markets are disparate in their corporate governance frameworks and practices. Concurrent with developing a company specific voting and engagement program, SSGA FM also evaluates the various factors that play into the corporate governance framework of a country. These factors include: (i) the macroeconomic conditions and broader political system in a country; (ii) quality of regulatory oversight, enforcement of property and shareholder rights; and (iii) the independence of judiciary—to name a few. While emerging market countries tend to pose broad common governance issues across all markets, such as concentrated ownership, poor disclosure of financial and related-party transactions, and weak enforcement of rules and regulation, SSGA FM’s emerging market proxy voting policy is designed to identify and address specific governance concerns in each market.

 

SSGA FM’s Proxy Voting and Engagement Philosophy in Emerging Markets

 

SSGA FM’s approach to proxy voting and issuer engagement in emerging markets is designed to increase the value of our investments through the mitigation of governance risks. Since the overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country, improving the macro governance framework in a country may help reduce governance risks, in turn, increasing the overall value of SSGA FM’s holdings over time. Therefore, in order to improve the overall governance framework and practices in a country, members of our proxy voting and engagement team endeavor to visit emerging market countries and meet with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. SSGA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in emerging markets. To help mitigate company specific risk, the team works alongside members of the active fundamental and emerging market teams to engage with emerging market companies on governance issues and address any specific concerns or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. This integrated approach to engagement drives SSGA FM’s proxy voting and engagement philosophy in emerging markets.

 

SSGA FM’s proxy voting guidelines in emerging markets addresses six broad areas:

 

· Directors and Boards;

· Accounting and Audit Related Issues;

· Shareholder Rights and Capital Related Issues;

· Remuneration;

· Environmental and Social Issues; and

· General/Routine Issues.

 

Directors and Boards

 

SGA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. However, several factors such as low overall independence level requirements by market regulators,

 

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FM Proxy Voting and Engagement Guidelines

 

poor biographical disclosure of director profiles, prevalence of related-party transactions and the general resistance from controlling shareholders to increase board independence renders the election of directors as one of the most important fiduciary duties SSGA FM performs in emerging market companies.

 

SSGA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise.

 

SSGA FM’s broad criteria for director independence in emerging market companies include factors such as:

 

· Participation in related-party transactions;

· Employment history with company;

· Relations with controlling shareholders and other

· employees; and

· Attendance levels.

 

Audit Related Issues

 

The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of internal controls and the independence of the audit process are essential if investors are to rely on financial statements. SSGA FM believes that audit committees provide the necessary oversight on the selection and appointment of auditors, a company’s internal controls and accounting policies, and the overall audit process. In emerging markets, SSGA FM encourages boards to appoint an audit committee composed of a majority of independent auditors.

 

Appointment of External Auditors

 

SSGA FM believes that a company’s auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. SSGA FM believes that it is imperative for audit committees to select outside auditors who are independent from management.

 

Shareholder Rights and Capital Related Issues

 

SSGA FM believes that changes to a company’s capital structure such as changes in authorized share capital, share repurchase and debt issuances are critical decisions made by the board. SSGA FM believes the company should have a well explained business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.

 

Related Party Transcations

 

Most companies in emerging markets have a controlled ownership structure that often include complex cross-shareholding between subsidiaries and parent companies (“related companies”). As a result, there is a high prevalence of related-party transactions between the company and its various stakeholders such as directors and management. In addition, inter-group loan and loan guarantees provided to related companies are some of the other related-party transactions that increase the risk profile of companies. In markets where shareholders are required to approve

 

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FM Proxy Voting and Engagement Guidelines

 

such transactions, SSGA FM expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSGA FM encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.

 

Share Repurchase Programs

 

With regard to share repurchase programs, SSGA FM expects companies to clearly state the business purpose for the program, a definitive number of shares to be repurchase.

 

Mergers and Acquisitions

 

Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the company’s operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders’ rights are not supported.

 

SSGA FM evaluates mergers and structural reorganizations on a case-by-case basis. SSGA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:

 

· Offer premium;

· Strategic rationale;

· Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest;

· Offers made at a premium and where there are no other higher bidders; and

· Offers in which the secondary market price is substantially lower than the net asset value.

 

SSGA FM may vote against a transaction considering the following:

 

· Offers with potentially damaging consequences for minority shareholders because of illiquid stock;

· Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and

· At the time of voting, the current market price of the security exceeds the bid price.

 

SSGA will actively seek direct dialogue with the board and management of companies we have identified through our screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSGA to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.

 

Remuneration

 

SSGA FM considers it to be the board’s responsibility to set appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSGA FM’s analysis of executive compensation; there should be a direct relationship between executive compensation and company performance over the long term. In

 

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FM Proxy Voting and Engagement Guidelines

 

emerging markets we encourage companies to disclose information on senior executive remuneration.

 

With regard to director remuneration, SSGA FM supports director pay provided the amounts are not excessive relative to other issuers in the market or industry and are not overly dilutive to existing shareholders.

 

Environmental and Social Issues

 

As a fiduciary, SSGA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.

 

SSGA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSGA FM’s team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.

 

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FM Proxy Voting and Engagement Guidelines

 

In emerging markets, shareholders seldom vote on environmental and social issues. Therefore, SSGA FM addresses a company’s approach to identifying and managing environmental and social risks stemming for various aspects of its operations in its one-on-one engagement with companies.

 

General/Routine Issues

 

Some of the other issues that are routinely voted on in emerging markets include approving the allocation of income and accepting financial statements and statutory reports. For these voting items, SSGA FM’s policies consider several factors including historical dividend payouts, pending litigation, governmental investigation, charges of fraud or other indication of significant concerns.

 

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FM Proxy Voting and Engagement Guidelines

 

ssga.com

 

State Street Global Advisors Worldwide Entities

 

Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 664 7727.

 

The views expressed in this material are the views of SSGA Corporate Governance Team through the period ended February 28, 2015 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.

 

Investing involves risk including the risk of loss of principal.

 

The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’ express written consent.

 

The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.

  

  © 2015 State Street Corporation. All Rights Reserved.
STATE STREET GLOBAL ADVISORS ID3510-INST-5434 0315 Exp. Date: 03/31/2016

 

 
 

 

March 2015

 

FM Proxy Voting and Engagement Guidelines

 

Europe

 

State Street Global Advisors’ Funds Management, Inc.’s, (“SSGA FM”) European Proxy Voting and Engagement Guidelines cover different corporate governance frameworks and practices in European markets excluding the United Kingdom and Ireland. This policy complements and should be read in conjunction with SSGA FM’s overarching Global Proxy Voting and Engagement Principles and SSGA’s Conflicts of Interest Policy which provide a detailed explanation of SSGA FM’s approach to voting and engaging with companies.

 

 

 
 

 

FM Proxy Voting and Engagement Guidelines

 

SSGA FM’s Proxy Voting and Engagement Guidelines in European markets address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management and monitoring the risks that arise from a company’s business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.

 

When voting and engaging with companies in European markets, SSGA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a country’s regulatory requirements do not address some of the key philosophical principles that SSGA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.

 

In its analysis and research in to corporate governance issues in European companies, SSGA FM also considers guidance issued by the European Commission. Companies should provide detailed explanations under diverse ‘comply or explain’ approaches, especially where they fail to meet requirements and why any such non-compliance would serve shareholders’ long-term interests.

 

SSGA FM’s Proxy Voting and Engagement Philosophy

 

In our view, corporate governance and sustainability issues arean integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (“ESG”) issues in a manner consistent with maximizing shareholder value.

 

 The team works alongside members of SSGA FM’s active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA FM is also a member of various investor associations that seek to address broader corporate governance

 

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FM Proxy Voting and Engagement Guidelines

 

related policy issues in European markets.

 

SSGA FM is a signatory to the United Nations Principles of Responsible Investment (“UNPRI”) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.

 

Directors and Boards

 

SSGA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA FM votes for the election/re–election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSGA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices.

 

A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.

 

SSGA FM’s broad criteria for director independence in European companies include factors such as:

 

· Participation in related–party transactions and other business relations with the company;

· Employment history with company;

· Relations with controlling shareholders;

· Family ties with any of the company’s advisers, directors or senior employees;

· Employee and government representatives; and

· Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively.

 

While, overall board independence requirements and board structures differ from market to market, SSGA FM considers voting against directors it deems non–independent if overall board independence is below one third. SSGA FM also assesses the division of responsibilities between chairman and CEO on a case–by–case basis, giving consideration to factors such as overall level of independence on the board and general corporate governance standards in the company. SSGA FM may also not support a proposal to discharge the board, if a company fails to meet adequate governance standards or board level independence.

 

When considering the election or re-election of a non-executive director, SSGA FM also considers the number of outside board directorships a non-executive can undertake and attendance at board meetings. In addition, SSGA FM may vote against the election of a director whose biographical disclosures are insufficient to assess his or her role on the board and/or independence.

 

Although we generally are in favour of the annual election of directors, we recognise that director terms vary considerably in different European markets. SSGA FM may vote against article/ bylaw changes that seek to extend director terms. In addition, in certain markets, SSGA FM may vote against directors if their director terms extend beyond four years.

 

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FM Proxy Voting and Engagement Guidelines

 

SSGA FM believes companies should have relevant board level committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors and SSGA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSGA FM may vote against nominees who are executive members of audit or remuneration committees.

 

In its analysis of boards, SSGA FM considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint.

 

In certain European markets it is not uncommon for the election of directors to be presented in a single slate. In these cases, where executives serve on the audit or the remuneration committees, SSGA FM may vote against the entire slate.

 

SSGA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities. (e.g. fraud, criminal wrongdoing, breach of fiduciary responsibilities)

 

Indemnification and Limitations on Liability

 

Generally, SSGA FM supports proposals to limit directors’ liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

Audit Related Issues

 

Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.

 

Appointment of External Auditors

 

SSGA FM believes that a company’s auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate

 

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FM Proxy Voting and Engagement Guidelines

 

breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA FM may consider auditor tenure when evaluating the audit process.

 

Limit Legal Liability of External Auditors

 

SSGA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.

 

Shareholder Rights and Capital Related Issues

 

In some European markets, differential voting rights continue to exist. SSGA FM supports the “one share one vote” policy and favours a share structure where all shares have equal voting rights. SSGA FM believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.

 

Unequal Voting Rights

 

SSGA FM generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA FM will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders. SSGA FM supports proposals to abolish voting caps and capitalization changes that eliminate other classes of stock and/or unequal voting rights.

 

Increase in Authorized Capital

 

The ability raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholder’s ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA FM supports capital increases that have sound business reasons and are not excessive relative to a company’s existing capital base.

 

Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst dis-applying pre-emption rights, SSGA FM may vote against if such authorities are greater than 20% of the issued share capital. SSGA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.

 

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FM Proxy Voting and Engagement Guidelines

 

Share Repurchase Programs

 

SSGA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, specify the range of premium/discount to market price at which a company can repurchase shares, and the time frame for the repurchase. SSGA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.

 

Dividends

 

SSGA FM generally supports dividend payouts that constitute 30% or more of net income. SSGA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the company’s financial position. Particular attention will be paid where the payment may damage the company’s long-term financial health.

 

Related Party Transactions

 

Certain companies in European markets have a controlled ownership structure and have complex cross-shareholdings between subsidiaries and parent companies (related companies). Such structures may result in the prevalence of related-party transactions between the company and its various stakeholders such as directors and management, subsidiaries and shareholders. In markets where shareholders are required to approve such transactions, SSGA FM expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSGA FM encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.

 

Mergers and Acquisitions

 

Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the company’s operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders’ rights are not supported.

 

SSGA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:

 

· Offer premium;

· Strategic rationale;

· Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest;

· Offers made at a premium and where there are no other higher bidders; and

· Offers in which the secondary market price is substantially lower than the net asset value.

 

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FM Proxy Voting and Engagement Guidelines

 

SSGA FM may vote against a transaction considering the following:

 

· Offers with potentially damaging consequences for minority shareholders because of illiquid stock;

· Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and

· At the time of voting, the current market price of the security exceeds the bid price

 

Anti–Takeover Measures

 

European markets have diverse regulations concerning the use of share issuances as takeover defenses with legal restrictions lacking in some markets. SSGA FM supports a one-share, one-vote policy, for example, given that dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. SSGA FM opposes unlimited share issuance authorizations as they may be used as antitakeover devices, and they have the potential for substantial voting and earnings dilution. SSGA FM also monitors the duration of authorities to issue shares and whether there are restrictions and caps on multiple issuance authorities during the specified time periods. SSGA FM opposes antitakeover defenses such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.

 

Remuneration

 

Executive Pay

 

Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSGA FM’s analysis of executive pay—there should be a direct relationship between remuneration and company performance over the long-term.

 

Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA FM may oppose remuneration reports where pay seems misaligned with shareholders’ interests. SSGA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.

 

Equity Incentives Plans

 

SSGA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.

 

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FM Proxy Voting and Engagement Guidelines

 

Non–Executive Director Pay

 

In European markets, authorities seeking shareholder approval for non-executive directors’ fees are generally not controversial. SSGA FM generally supports resolutions regarding directors’ fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA FM will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.

 

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FM Proxy Voting and Engagement Guidelines

 

Risk Management

 

SSGA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA FM allows boards discretion over how they provide oversight in this area. However, SSGA FM expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.

 

Environmental and Social Issues

 

As a fiduciary, SSGA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.

 

SSGA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.

 

In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSGA FM’s team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.

 

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FM Proxy Voting and Engagement Guidelines

 

ssga.com

 

State Street Global Advisors Worldwide Entities

 

Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 664 7727.

 

The views expressed in this material are the views of SSGA Corporate Governance Team through the period ended February 28, 2015 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.

 

Investing involves risk including the risk of loss of principal.

 

The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent.

 

The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information..

 

  © 2015 State Street Corporation. All Rights Reserved.
STATE STREET GLOBAL ADVISORS ID3449-INST-5416 0315 Exp. Date: 03/31/2016

 

 
 

 

March 2015

 

FM Proxy Voting and Engagement Guidelines

 

Japan

 

State Street Global Advisors Funds Management, Inc.’s, (“SSGA FM”) Japan Proxy Voting and Engagement Guidelines complement and should be read in conjunction with SSGA FM’s overarching Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGA FM’s approach to voting and engaging with companies, and SSGA’s Conflicts of Interest Policy.

 

 

 
 

 

FM Proxy Voting and Engagement Guidelines

 

SSGA FM’s Proxy Voting and Engagement Guidelines in Japan address areas including; board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a company’s business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.

 

When voting and engaging with companies in Japan, SSGA FM takes into consideration the unique aspects of Japanese corporate governance structures. We recognize that under Japanese corporate law, companies may choose between two structures of corporate governance: the statutory auditor system or the committee structure. Most Japanese boards predominantly consist of executives and non-independent outsiders affiliated through commercial relationships or cross-shareholdings. Nonetheless, when evaluating companies, SSGA FM expects Japanese companies to address conflicts of interest, risk management and demonstrate an effective process for monitoring management. In its analysis and research into corporate governance issues in Japanese companies, SSGA FM also considers guidance issued by the Corporate Law Subcommittee of the Legislative Council within the Ministry of Justice as well as private study groups.

 

SSGA FM’s Proxy Voting and Engagement Philosophy

 

In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, and environmental and social issues. SSGA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (“ESG”) issues in a manner consistent with maximizing shareholder value.

 

The team works alongside members of SSGA FM’s active investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.

 

SSGA FM is a signatory to the United Nations Principles of Responsible Investment (“UNPRI”) and is compliant with UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

Directors and Boards

 

SSGA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice.

 

Japanese companies have the option of having a traditional board of directors with statutory auditors, or a board with a committee structure. Most Japanese issuers prefer the traditional statutory auditor structure. Statutory auditors act in a quasi-compliance role as they are not involved in strategic decision-making nor are they part of the formal management decision process. Statutory auditors attend board meetings but do not have voting rights at the board; however, they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the company’s operations.

 

SSGA FM will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on SSGA FM criteria, the outside statutory auditor has attended less than 75 percent of meetings of the board of directors or board of statutory auditors during the year under review, or the statutory auditor has been remiss in the performance of their oversight responsibilities (fraud, criminal wrong doing, breach of fiduciary responsibilities).

 

For companies with a statutory auditor structure there is no legal requirement that boards have outside directors, however, SSGA FM believes there should be a transparent process of independent and external monitoring of management on behalf of shareholders.

 

· SSGA FM believes that non-controlled Japanese companies should appoint at least one outside director, otherwise, SSGA FM will oppose the top executive who is responsible for the director nomination process; and

· For controlled companies with a statutory auditor structure, SSGA FM will oppose the top executive, if the board does not have at least two outside directors.

 

For companies with a committee structure, SSGA FM votes for the election/re-election of directors on a case-by-case basis after considering general market practice, as well as the independence of the nominee. SSGA FM also takes into consideration the overall independence level of the committees. In determining director independence, SSGA FM considers the following factors:

 

· Participation in related-party transactions and other business relations with the company;

· Past employment with the company;

· Provides professional services to the company; and

· Family ties with the company.

 

Regardless of board structure, SSGA FM may oppose the election of a director for the following reasons:

 

· Failure to attend board meetings; or

· In instances of egregious actions related to a director’s service on the board.

 

Indemnification and Limitations on Liability

 

Generally, SSGA FM supports proposals to limit directors’ and statutory auditors’ liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

the duties involved in the conduct of his or her office. SSGA FM believes limitations and indemnification are necessary to attract and retain qualified directors.

 

Audit Related Items

 

SSGA FM believes that a company’s auditor is an essential feature of an effective and transparent system of external supervision and shareholders should have the opportunity to vote on their appointment at the annual meeting.

 

Ratifying External Auditors

 

SSGA FM will generally support the appointment of external auditors unless the external auditor is perceived as being non-independent and there are concerns about the accounts presented and the audit procedures followed.

 

Limit Legal Liability of External Auditors

 

SSGA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.

 

Capital Structure, Reorganization and Mergers

 

SSGA FM supports the “one share one vote” policy and favors a share structure where all shares have equal voting rights. SSGA FM supports proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.

 

SSGA FM believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.

 

Unequal Voting Rights

 

SSGA FM generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA FM will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders.

 

However, SSGA FM will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.

 

Increase in Authorized Capital

 

SSGA FM generally supports increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, SSGA FM may oppose the request if the increase in authorized capital exceeds 100 percent of the currently authorized capital. Where share issuance requests exceed our standard threshold, SSGA FM will consider the nature of the specific need, such as mergers and acquisitions and stock splits.

 

Dividends

 

SSGA FM generally supports dividend payouts that constitute 30% or more of net income. SSGA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the company’s financial position. Particular

 

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FM Proxy Voting and Engagement Guidelines

 

attention will be paid where the payment may damage the company’s long term financial health.

 

Share Repurchase Programs

 

Companies are allowed under Japan Corporate Law to amend their articles to authorize the repurchase of shares at the board’s discretion. SSGA FM will oppose an amendment to articles allowing the repurchase of shares at the board’s discretion. SSGA FM believes the company should seek shareholder approval for a share repurchase program at each year’s AGM, providing shareholders the right to evaluate the purpose of the repurchase.

 

SSGA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSGA FM may vote against share repurchase requests that allow share repurchases during a takeover period.

 

Mergers and Acquisitions

 

Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the company’s operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders’ rights are not supported.

 

SSGA FM evaluates mergers and structural reorganizations on a case-by-case basis. SSGA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:

 

· Offer premium;

· Strategic rationale;

· Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest;

· Offers made at a premium and where there are no other higher bidders; and

· Offers in which the secondary market price is substantially lower than the net asset value.

 

SSGA FM may vote against a transaction considering the following:

 

· Offers with potentially damaging consequences for minority shareholders because of illiquid stock;

· Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and

· At the time of voting, the current market price of the security exceeds the bid price.

 

Anti-Takeover Measures

 

In general, SSGA FM believes that adoption of poison pills that have been structured to protect management and to prevent takeover bids from succeeding is not in shareholders’ interest. A shareholder rights plan may lead to management entrenchment and discourage legitimate tender offers and acquisitions. Even if the premium paid to companies with a shareholder rights plan is higher than that offered to unprotected firms, a company’s chances of receiving a takeover offer in the first place may be reduced by the presence of a shareholder rights plan.

 

Proposals that reduce shareholders’ rights or have the effect of entrenching incumbent management will not be supported.

 

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FM Proxy Voting and Engagement Guidelines

 

Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.

 

Shareholder Rights Plans

 

In evaluating poison pills, the following conditions must be met before SSGA FM will recommend a vote in favor.

 

SSGA FM will support the adoption or renewal of a Japanese issuer’s shareholder rights plans (“poison pill”) if the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, andښ(iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced.

 

SSGA FM will vote for an amendment to a shareholder rights plan (“poison pill”) where the terms of the new plans are more favorable to shareholders’ ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, or (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).

 

Compensation

 

In Japan, excessive compensation is rarely an issue. Rather, the problem is the lack of connection between pay and performance. Fixed salaries and cash retirement bonuses tend to comprise a significant portion of the compensation structure while performance-based pay is generally a small portion of the total pay. SSGA FM, where possible, seeks to encourage the use of performance based compensation in Japan as an incentive for executives and as a way to align interests with shareholders.

 

Approve Adjustment to Aggregate Compensation Ceiling for Directors

 

Remuneration for directors is generally reasonable. Typically, each company sets the director compensation parameters as an aggregate thereby limiting the total pay to all directors. When requesting a change, a company must disclose the last time the ceiling was adjusted and management provides the rationale for the ceiling increase. SSGA FM will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. SSGA FM may oppose proposals to increase the ceiling if there has been corporate malfeasance or sustained poor performance.

 

Approve Annual Bonuses for Directors/ Statutory Auditors

 

In Japan, since there are no legal requirements that mandate companies to seek shareholder approval before awarding a bonus, SSGA FM believes that existing shareholder approval of the bonus should be considered best

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

practice. As a result, SSGA FM supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.

 

Approve Retirement Bonuses for Directors/ Statutory Auditors

 

Retirement bonuses make up a sizeable portion of directors’ and auditors’ lifetime compensation and are based on board tenure. While many companies in Japan have abolished this practice, there remain many proposals seeking shareholder approval for the total amounts paid to directors and statutory auditors as a whole. In general, SSGA FM supports these payments unless the recipient is an outsider or in instances where the amount is not disclosed.

 

Approve Stock Plan

 

Most option plans in Japan are conservative, particularly at large companies. Japan corporate law requires companies to disclose the monetary value of the stock options for directors and/or statutory auditors. Some companies do not disclose the maximum number of options that can be issued per year and shareholders are unable to evaluate the dilution impact. In this case, SSGA FM cannot calculate the dilution level and, therefore, SSGA FM may oppose such plans for poor disclosure. SSGA FM also opposes plans that allow for the repricing of the exercise price.

 

Deep Discount Options

 

As Japanese companies move away from the retirement bonus system, deep discount options plans have become more popular. Typically, the exercise price is set at JPY 1 per share. SSGA FM evaluates deep discount options using the same criteria used to evaluate stock options as well as considering the vesting period.

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

Environmental and Social Issues

 

As a fiduciary, SSGA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.

 

SSGA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.

 

In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSGA FM’s team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.

 

Miscellaneous/Routine Items

 

Expansion of Business Activities

 

Japanese companies’ articles of incorporation strictly define the types of businesses in which a company is permitted to engage. In general, SSGA FM views proposals to expand and diversify the company’s business activities as routine and non-contentious. SSGA FM will monitor instances where there has been an inappropriate acquisition and diversification away from the company’s main area of competence, which resulted in a decrease of shareholder value.

 

More Information

 

Any client who wishes to receive information on how its proxies were voted should contact its SSGA FM relationship manager.

 

STATE STREET GLOBAL ADVISORS

 

 
 

  

FM Proxy Voting and Engagement Guidelines

 

ssga.com

 

State Street Global Advisors Worldwide Entities

 

Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 664 7727.

 

The views expressed in this material are the views of SSGA Corporate Governance Team through the period ended February 28, 2015 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.

 

Investing involves risk including the risk of loss of principal.

 

The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent.

 

The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.

 

  © 2015 State Street Corporation. All Rights Reserved.
STATE STREET GLOBAL ADVISORS ID3454-INST-5418 0315 Exp. Date: 03/31/2016

 

 
 

 

FM Proxy Voting and Engagement Guidelines

 

March 2015

 

FM Proxy Voting and Engagement Guidelines United Kingdom

 

State Street Global Advisors Funds Management, Inc.’s, (“SSGA FM”), UK Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in the United Kingdom and Ireland. This policy complements and should be read in conjunction with SSGA FM’s Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGA FM’s approach to voting and engaging with companies and SSGA’s Conflicts of Interest Policy.

 

 

 
 

 

FM Proxy Voting and Engagement Guidelines United Kingdom

 

SSGA FM’s UK Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a company’s business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.

 

When voting and engaging with companies in global markets, SSGA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a country’s regulatory requirements do not address some of the key philosophical principles that SSGA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.

 

In its analysis and research into corporate governance issues in the UK and Ireland, SSGA FM expects all companies, regardless of domicile, that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange to comply with the UK Corporate Governance Code. Companies should provide detailed explanations under the Code’s ‘comply or explain’ approach, especially where they fail to meet requirements and why any such non-compliance wouldserve shareholders’ long-term interests.

 

SSGA FM’s Proxy Voting and Engagement Philosophy

 

In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (“ESG”) issues in a manner consistent with maximizing shareholder value.

 

The team works alongside members of SSGA FM’s active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.

 

SSGA FM is a signatory to the United Nations Principles of Responsible Investment (“UNPRI”) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Proxy Voting and Engagement Guidelines United Kingdom

 

governance practice, where applicable and consistent with our fiduciary duty.

 

Directors and Boards

 

SSGA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company.

SSGA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSGA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices.

 

A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.

 

SSGA FM’s broad criteria for director independence in UK companies include factors such as:

 

· Participation in related-party transactions and other business relations with the company;
· Employment history with company;
· Excessive tenure and a preponderance of
long-tenured directors:
· Relations with controlling shareholders; and
· Family ties with any of the company’s advisers, directors or senior employees.

 

When considering the election or re-election of a director, SSGA FM also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSGA FM monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure. SSGA FM supports the annual election of directors.

 

While SSGA FM is generally supportive of having the roles of chairman and CEO separated in the UK market, SSGA FM assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the company’s specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSGA FM will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.

 

SSGA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment. (e.g. fraud, criminal wrongdoing, breach of fiduciary responsibilities).

 

SSGA FM believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors and SSGA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSGA FM will vote against nominees who are executive members of audit or remuneration committees.

 

In its analysis of boards, SSGA FM considers whether board members have adequate skills to provide effective

 

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FM Proxy Voting and Engagement Guidelines United Kingdom

 

oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSGA FM may vote against the re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.

 

Indemnification and Limitations on Liability

 

Generally, SSGA FM supports proposals to limit directors’ liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in.

 

Audit Related Issues

 

Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.

 

Appointment of External Auditors

 

SSGA FM believes that a company’s auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if an adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA FM may consider auditor tenure when evaluating the audit process.

 

Limit Legal Liability of External Auditors

 

SSGA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.

 

Shareholder Rights and Capital Related Issues

 

Share Issuances

 

The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholder’s ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA FM supports capital increases that have sound business reasons and are not excessive

 

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FM Proxy Voting and Engagement Guidelines United Kingdom

 

relative to a company’s existing capital base.

 

Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seeks to issue new shares whilst dis-applying pre-emption rights, SSGA FM may vote against if such authorities are greater than 20% of the issued share capital. SSGA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.

 

Share Repurchase Programs

 

SSGA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, specify the range of premium/discount to market price at which a company can repurchase shares, and the time frame for the repurchase. SSGA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.

 

Dividends

 

SSGA FM generally supports dividend payouts that constitute 30% or more of net income. SSGA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the company’s financial position. Particular attention will be paid where the payment may damage the company’s long term financial health.

 

Mergers and Acquisitions

 

Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the company’s operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders’ rights are not supported.

 

SSGA FM will generally support transactions that maximize share-holder value. Some of the considerations include, but are not limited to the following:

 

· Offer premium;
· Strategic rationale;
· Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest;
· Offers made at a premium and where there are no other higher bidders; and
· Offers in which the secondary market price is substantially lower than the net asset value.

 

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FM Proxy Voting and Engagement Guidelines United Kingdom

 

SSGA FM may vote against a transaction considering the following:

· Offers with potentially damaging consequences for minority shareholders because of illiquid stock;
· Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and
· At the time of voting, the current market price of the security exceeds the bid price.

                   

Anti-Takeover Measures

 

SSGA FM opposes antitakeover defenses such as authorities for the board when subject to a hostile takeover to issue warrants convertible into shares to existing shareholders.

 

Remuneration

 

Executive Pay

 

Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSGA FM’s analysis of executive pay—there should be a direct relationship between remuneration and company performance over the long-term.

 

Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration policies and reports, SSGA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA FM may oppose remuneration reports where pay seems misaligned with shareholders’ interests. SSGA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure.

 

Equity Incentives Plans

 

SSGA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.

 

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FM Proxy Voting and Engagement Guidelines United Kingdom

 

Non-Executive Director Pay

 

Authorities seeking shareholder approval for non-executive directors’ fees are generally not controversial. SSGA FM generally supports resolutions regarding directors’ fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA FM will evaluate on a company- by-company basis any non-cash or performance related pay to non-executive directors.

 

Risk Management

 

SSGA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA FM allows boards discretion over how they provide oversight in this area. However, SSGA FM expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.

 

Environmental and Social Issues

 

As a fiduciary, SSGA FM considers the financial and economic implications of environmental and social issues first and foremost.In this regard, SSGA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.

 

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FM Proxy Voting and Engagement Guidelines United Kingdom

 

SSGA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.

 

In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSGA FM’s team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that≈environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.

 

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FM Proxy Voting and Engagement Guidelines United Kingdom

 

State Street Global Advisors Worldwide Entities

 

Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 664 7727.

 

The views expressed in this material are the views of SSGA Corporate Governance Team through the period ended February 19, 2015 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.

 

Investing involves risk including the risk of loss of principal.

 

The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent.

 

The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.

 

© 2015 State Street Corporation. All Rights Reserved.

ID3445-INST-5412 0315 Exp. Date: 03/31/2016

 

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March 2015

 

FM Proxy Voting and Engagement Guidelines

United States

 

State Street Global Advisors Funds Management, Inc.’s (“SSGA FM”) US Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in the US. This policy complements and should be read in conjunction with SSGA FM’s Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGA FM’s approach to voting and engaging with companies and SSGA’s Conflicts of Interest Policy.

 

 

 
 

 

FM Proxy Voting and Engagement Guidelines
 

 

SSGA FM’s US Proxy Voting and Engagement Guidelines address areas including board structure, director tenure, audit related issues, capital structure, executive compensation, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a company’s business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.

 

When voting and engaging with companies in global markets, SSGA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term  economic value of client investments. SSGA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a country’s regulatory requirements do not address some of the key philosophical principles that SSGA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.

 

In its analysis and research into corporate governance issues in the US, SSGA FM expects all companies to act in a transparent manner and provide detailed disclosure on board profiles, related-party transactions, executive compensation and other governance issues that impact shareholders’ long-term interests.

 

SSGA FM’s Proxy Voting and Engagement Philosophy

 

In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagements to address significant shareholder concerns and environmental, social and governance (“ESG”) issues in a manner consistent with maximizing shareholder value.

 

The team works alongside members of SSGA FM’s active investment teams; collaborating on issuer engagements and providing input on company specific fundamentals. SSGA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the US.

 

SSGA FM is a signatory to the United Nations Principles of Responsible Investment (“UNPRI”) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.

 

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FM Proxy Voting and Engagement Guidelines
 

 

Directors and Boards

 

SSGA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSGA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.

 

Director related proposals at US companies include issues submitted to shareholders that deal with the composition of the board or with members of a corporation’s board of directors. In deciding which director nominee to support, SSGA FM considers numerous factors.

 

Director Elections

 

SSGA FM’s director election policy focuses on companies’ governance profile to identify if a company demonstrates appropriate governance practices or if it exhibits negative governance practices. Factors SSGA FM considers when evaluating governance practices include, but are not limited to the following:

 

· Shareholder rights;
· Board independence; and
· Board structure.

 

If a company demonstrates appropriate governance practices, SSGA FM believes a director should be classified as independent based on the relevant listing standards or local market practice standards. In such cases, the composition of the key oversight committees of a board should meet the minimum standards of independence. Accordingly, SSGA FM will vote against a nominee at a company with appropriate governance practices if the director is classified as non-independent under relevant listing standards or local market practice AND serves on a key committee of the board (compensation, audit, nominating or committees required to be fully independent by local market standards).

 

Conversely, if a company demonstrates negative governance practices, SSGA FM believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based on the following classification standards:

 

· Is the nominee an employee of or related to an employee of the issuer or its auditor;
· Does the nominee provide professional services to the issuer;
· Has the nominee attended an appropriate number of board meetings; or
· Has the nominee received non-board related compensation from the issuer.

 

Where companies demonstrate negative governance practices, these stricter standards will apply not only to directors who are a member of a key committee but to all directors on the board as market practice permits. Accordingly, SSGA FM will vote against a nominee (with the exception of the CEO) where the board has inappropriate governance practices and is considered not independent based on the above independence criteria.

 

Additionally, SSGA FM may withhold votes from directors based on the following:

 

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FM Proxy Voting and Engagement Guidelines
 

 

· When overall average board tenure is excessive and/or individual director tenure is excessive. In assessing excessive tenure, SSGA FM gives consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures;
· When directors attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold;
· CEOs of a public company who sit on more than three public company boards;
· Director nominees who sit on more than six public company boards;
· Directors of companies that have ignored a shareholder proposal which received a majority of the shares outstanding at the last annual or special meeting, unless management submits the proposal(s) on the ballot as a binding management proposal, recommending shareholders vote for the particular proposal(s);
· Directors of companies have unilaterally adopted/ amended company by-laws that negatively impact SSGA FM’s shareholder rights (such as fee-shifting, forum selection and exclusion service by-laws) without putting such amendments to a shareholder vote;
· Compensation committee members where there is a weak relationship between executive pay and performance over a five-year period;
· Audit committee members if non-audit fees exceed 50% of total fees paid to the auditors; and
· Directors who appear to have been remiss in their duties.

                   

Director Related Proposals

 

SSGA FM generally votes for the following director related proposals:

 

· Discharge of board members’ duties, in the absence of pending litigation, regulatory investigation, charges of fraud or other indications of significant concern;
· Proposals to restore shareholders’ ability to remove directors with or without cause;
· Proposals that permit shareholders to elect directors to fill board vacancies; and
· Shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s) and fees paid.

 

SSGA FM generally votes against the following director related proposals:

 

· Requirements that candidates for directorships own large amounts of stock before being eligible to be elected;
· Proposals that relate to the “transaction of other business as properly comes before the meeting”, which extend “blank check” powers to those acting as proxy; and
· Proposals requiring two candidates per board seat.

                   

Majority Voting

 

SSGA FM will generally support a majority vote standard based on votes cast for the election of directors.

 

SSGA FM will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or repeal certain provisions.

 

Annual Elections

 

SSGA FM generally supports the establishment of annual elections of the board of directors. Consideration is given to the overall level of board independence and the independence of the key committees as well as whether there is a shareholders rights plan.

 

Cumulative Voting

 

SSGA FM does not support cumulative voting structures for the election of directors.

 

Separation Chair/CEO

 

SSGA FM analyzes proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including but not limited to, the appointment of and role played by a lead director, a company’s performance and the overall governance structure of the company.

 

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FM Proxy Voting and Engagement Guidelines
 

 

Proxy Access

 

SSGA FM will consider proposals relating to Proxy Access on a case-by-case basis.

 

SSGA FM will evaluate the company’s specific circumstances, the impact of the proposal on the target company and its potential effect on shareholder value.

 

Considerations include but are not limited to the following:

 

· The ownership thresholds and holding duration proposed in the resolution;
· The binding nature of the proposal;
· The number of directors that shareholders may be able to nominate each year;
· Company performance;
· Company governance structure;
· Shareholder rights; and
· Board performance.

               

Age/Term Limits

 

Generally, SSGA FM will vote against age and term limits unless the company is found to have poor board refreshment and director succession practices and has a preponderance of non-executive directors with excessively long-tenures serving on the board.

 

Approve Remuneration of Directors

 

Generally, SSGA FM will support directors’ compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.

 

Indemnification

 

Generally, SSGA FM supports proposals to limit directors’ liability and/or expand indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

Classified Boards

 

 SSGA FM generally supports annual elections for the board of directors.

 

Confidential Voting

 

SSGA FM will support confidential voting.

 

Board Size

 

SSGA FM will support proposals seeking to fix the board size or  designate a range for the board size and will vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

 

Audit Related Issues

 

Ratifying Auditors and Approving Auditor Compensation

 

SSGA FM supports the approval of auditors and auditor compensation provided that the issuer has properly disclosed audit and non-audit fees relative to market practice and the audit fees are not deemed excessive. SSGA FM deems audit fees to be excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditor. SSGA FM will support the disclosure of auditor and consulting relationships when the same or related entities are conducting both activities and will support the establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function.

 

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FM Proxy Voting and Engagement Guidelines
 

 

In circumstances where “other” fees include fees related to initial public offerings, bankruptcy emergence, and spin-offs, and the company makes public disclosure of the amount and nature of those fees which are determined to be an exception to the standard “non-audit fee” category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.

 

SSGA FM will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 1

 

Capital Related Issues

 

Capital structure proposals include requests by management for approval of amendments to the certificate of incorporation that will alter the capital structure of the company.

 

The most common request is for an increase in the number of authorized shares of common stock, usually in conjunction with a stock split or dividend. Typically, requests that are not unreasonably dilutive or enhance the rights of common shareholders are supported. In considering authorized share proposals, the typical threshold for approval is 100% over current authorized shares. However, the threshold may be increased if the company offers a specific need or purpose (merger, stock splits, growth purposes, etc.). All proposals are evaluated on a case-by-case basis taking into account the company’s specific financial situation.

 

Increase in Authorized Common Shares

 

In general, SSGA FM supports share increases for general corporate purposes up to 100% of current authorized stock.

 

SSGA FM supports increases for specific corporate purposes up to 100% of the specific need plus 50% of current authorized common stock for US firms.

 

When applying the thresholds, SSGA FM will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.

 

Increase in Authorized Preferred Shares

 

SSGA FM votes on a case-by-case basis on proposals to increase the number of preferred shares.

 

Generally, SSGA FM will vote for the authorization of preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

 

SSGA FM will support proposals to create “declawed” blank check preferred stock (stock that cannot be used as a takeover defense). However, SSGA FM will vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.

 

Unequal Voting Rights

 

SSGA FM will not support proposals authorizing the creation of new classes of common stock with superior voting rights and will vote against new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA FM will

 

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FM Proxy Voting and Engagement Guidelines
 

 

not support capitalization changes that add “blank check” classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders.

 

However, SSGA FM will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.

 

Mergers and Acquisitions

 

Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation.

 

Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the company’s operations, will be supported.

 

In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders’ rights are not supported.

 

SSGA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:

 

· Offer premium;
· Strategic rationale;
· Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest;
· Offers made at a premium and where there are no other higher bidders; and
· Offers in which the secondary market price is substantially lower than the net asset value.

 

SSGA FM may vote against a transaction considering the following:

 

· Offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets;
· Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and
· At the time of voting, the current market price of the security exceeds the bid price.

 

Anti–Takeover Issues

 

Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or delete a provision that is deemed to have an antitakeover effect. The majority of these proposals deal with management’s attempt to add some provision that makes a hostile takeover more difficult or will protect incumbent management in the event of a change in control of the company.

 

Proposals that reduce shareholders’ rights or have the effect of entrenching incumbent management will not be supported.

 

Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.

 

Shareholder Rights Plans

 

SSGA FM will support mandates requiring shareholder approval of a shareholder rights plans (“poison pill”) and repeals of various anti-takeover related provisions.

 

In general, SSGA FM will vote against the adoption or renewal of a US issuer’s shareholder rights plan (“poison pill”).

 

SSGA FM will vote for an amendment to a shareholder rights plan (“poison pill”) where the terms of the new plans are

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Proxy Voting and Engagement Guidelines
 

 

more favorable to shareholders’ ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).

 

Special Meetings

 

SSGA FM will vote for shareholder proposals related to special meetings at companies that do not provide shareholders the right to call for a special meeting in their bylaws if:

 

· The company also does not allow shareholders to act by written consent; or
· The company allows shareholders to act by written consent but the ownership threshold for acting by written consent is set above 25% of outstanding shares.

 

SSGA FM will vote for shareholder proposals related to special meetings at companies that give shareholders (with a minimum 10% ownership threshold) the right to call for a special meeting in their bylaws if:

 

· The current ownership threshold to call for a special meeting is above 25% of outstanding shares.

 

SSGA FM will vote for management proposals related to special meetings.

 

Written Consent

 

SSGA FM will vote for shareholder proposals on written consent at companies if:

 

· The company does not have provisions in their bylaws giving shareholders the right to call for a special meeting; or
· The company allows shareholders the right to call for a special meeting but the current ownership threshold to call for a special meeting is above 25% of outstanding shares; and
· The company has a poor governance profile.

 

SSGA FM will vote management proposals on written consent on a case-by-case basis.

 

Super–Majority

 

SSGA FM will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. SSGA FM will vote for the reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such a reduction or elimination.

 

Remuneration Issues

 

Despite the differences among the types of plans and the awards possible there is a simple underlying philosophy that guides the analysis of all compensation plans; namely, are the terms of the plan designed to provide an incentive for executives and/or employees to align their interests with those of the shareholders and thus work toward enhancing shareholder value. Plans which benefit participants only when the shareholders also benefit are those most likely to be supported.

 

Advisory Vote on Executive Compensation and Frequency

 

SSGA FM believes executive compensation plays a critical role in aligning executives interest with shareholder’s, attracting, retaining and incentivizing key talent, and ensuring

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Proxy Voting and Engagement Guidelines
 

 

positive correlation between the performance achieved by management and the benefits derived by shareholders. SSGA FM supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. SSGA FM seeks adequate disclosure of different compensation elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. Further, shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance on an annual basis.

 

Employee Equity Award Plans

 

SSGA FM considers numerous criteria when examining equity award proposals. Generally, SSGA FM does not vote against plans for lack of performance or vesting criteria. Rather, the main criteria that will result in a vote against an equity award plan are:

 

Excessive voting power dilution To assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares and the issued but unexercised shares by the fully diluted share count. SSGA FM reviews that number in light of certain factors, including the industry of the issuer.

 

Historical option grants Excessive historical option grants over the past three years. Plans that provide for historical grant patterns of greater than eight to twelve percent are generally not supported.

 

Repricing SSGA FM will vote against any plan where repricing is expressly permitted. If a company has a history of repricing underwater options, the plan will not be supported.

 

Other criteria include the following:

 

· Number of participants or eligible employees;
· The variety of awards possible; and
· The period of time covered by the plan.

 

There are numerous factors that we view as negative, and together, may result in a vote against a proposal:

 

· Grants to individuals or very small groups of participants;
· “Gun-jumping” grants which anticipate shareholder approval of a plan or amendment;
· The power of the board to exchange “underwater” options without shareholder approval; this pertains to the ability of a company to reprice options, not the actual act of repricing described above;
· Below market rate loans to officers to exercise their options;
· The ability to grant options at less than fair market value;
· Acceleration of vesting automatically upon a change in control; and
· Excessive compensation (i.e. compensation plans which are deemed by SSGA FM to be overly dilutive).

 

Share Repurchases If a company makes a clear connection between a share repurchase program and its intent to offset dilution created from option plans and the company fully discloses the amount of shares being repurchased, the voting dilution calculation may be adjusted to account for the impact of the buy back.

 

Companies who do not (i) clearly state the intentions of any proposed share buy-back plan or (ii) disclose a definitive number of the shares to be bought back, (iii) specify the range of premium/discount to market price at which a company can repurchase shares and, (iv) disclose the time frame during which the shares will be bought back, will

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Proxy Voting and Engagement Guidelines
 

 

not have any such repurchase plan factored into the dilution calculation.

 

162(m) Plan Amendments If a plan would not normally meet the SSGA FM criteria described above, but is primarily being amended to add specific performance criteria to be used with awards designed to qualify for performance-based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then SSGA FM will support the proposal to amend the plan.

 

Employee Stock Option Plans

 

SSGA FM generally votes for stock purchase plans with an exercise price of not less than 85% of fair market value. However, SSGA FM takes market practice into consideration.

 

Compensation Related Items

 

SSGA FM will generally support the following proposals:

 

· Expansions to reporting of financial or compensation-related information, within reason; and
· Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee.

 

SSGA FM will generally vote against the following proposals:

 

· Retirement bonuses for non-executive directors and auditors.

 

Miscellaneous/Routine Items

 

SSGA FM generally supports the following miscellaneous/routine governance items:

 

· Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate;
· Opting out of business combination provision;
· Proposals that remove restrictions on the right of shareholders to act independently of management;
· Liquidation of the company if the company will file for bankruptcy if the proposal is not approved;
· Shareholder proposals to put option repricings to a shareholder vote;
· General updating of or corrective amendments to charter and bylaws not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors’ term limits, amending shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment);
· Change in corporation name;
· Mandates that amendments to bylaws or charters have shareholder approval;
· Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable;
· Repeals, prohibitions or adoption of anti-greenmail provisions;
· Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced and proposals to implement a reverse stock split to avoid delisting; and
· Exclusive forum provisions.

 

SSGA FM generally does not support the following miscellaneous/ routine governance items:

 

· Proposals asking companies to adopt full tenure holding periods for their executives;
· Reincorporation to a location that we believe has more negative attributes than its current location of incorporation;
· Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable;
· Proposals to approve other business when it appears as voting item;
· Proposals giving the board exclusive authority to amend the bylaws; and
· Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal.

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Proxy Voting and Engagement Guidelines
 

 

Environmental and Social Issues

 

As a fiduciary, we consider the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business.

 

Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.

 

SSGA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.

 

In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSGA FM’s team of analysts evaluates these risks on an issuer-by-issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.

 

ssga.com

 

1 Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year.

  

STATE STREET GLOBAL ADVISORS

 

 
 

 

FM Proxy Voting and Engagement Guidelines
 

 

State Street Global Advisors Worldwide Entities

 

Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 664 7727.

 

The views expressed in this material are the views of SSGA Corporate Governance Team through the period ended March 31, 2015 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.

 

SSGA generally delegates commodities management for separately managed accounts to SSGA FM, a wholly owned subsidiary of State Street and an affiliate of SSGA. SSGA FM is registered as a commodity trading advisor (“CTA”) with the Commodity Futures Trading Commission and National Futures Association.

 

This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. SSGA FM CTA clients should contact SSGA Relationship Management for important CTA materials.

 

Investing involves risk including the risk of loss of principal.

 

The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent.

 

The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.

 

© 2015 State Street Corporation. All Rights Reserved.

ID3439-INST-5436 0315 Exp. Date: 03/31/2016

 

STATE STREET GLOBAL ADVISORS

 

 
 

   

February 2015

 

Managing Conflicts of Interest arising from SSGA’s Proxy Voting and Engagement Activities

State Street Corporation has a comprehensive standalone Conflicts of Interest Policy and other policies that address a range of conflicts of interests identified by our parent company. In addition, SSGA maintains a conflicts register that identifies key conflicts and describes systems in place to mitigate the conflicts. This policy is designed to act in conjunction with related policies and practices employed by other groups within the organization. Further, they complement those policies and practices by providing specific guidance on managing the conflicts of interests that may arise through SSGA’s proxy voting activities.

 

 

 
 

 

Managing Conflicts of Interest arising from SSGA’s Proxy Voting and Engagement Activities

 

Managing Conflicts of Interest Related to Proxy Voting

 

SSGA has policies and procedures designed to prevent undue influence on SSGA’s voting activities that may arise from relationships between proxy issuers or companies and State Street Corporation (“STT”) SSGA, SSGA affiliates, SSGA Funds or SSGA Fund affiliates.

 

Protocols designed to help mitigate potential conflicts of interest include:

 

· Providing sole voting discretion to members of SSGA’s Corporate Governance Team. Members of the corporate governance team may from time to time discuss views on proxy voting matters, company performance, strategy etc. with other STT or SSGA employees including portfolio managers, senior executives and relationship managers. However, final voting decisions are made solely by the corporate governance team, in a manner that is consistent with the best interests of all clients, taking into account various perspectives on risks and opportunities with a view of maximizing the value of client assets;

· Exercising a singular vote decision for each ballot item regardless of SSGA’s investment strategy;

· Prohibiting members of SSGA’s corporate governance team from disclosing SSGA’s voting decision to any individual not affiliated with the proxy voting process prior to the meeting or date of written consent, as the case may be;

· Mandatory disclosure by members of the SSGA’s Corporate Governance Team, Global Proxy Review Committee (“PRC”) and Investment Committee (“IC”) of any personal conflict of interest (e.g., familial relationship with company management) to the Head of the Corporate Governance Team. Members are required to recuse themselves from any engagement or proxy voting activities related to the conflict;

· In certain instances, client accounts and/or SSGA pooled funds, where SSGA acts as trustee, may hold shares in STT or other SSGA affiliated entities, such as mutual funds affiliated with SSGA Funds Management, Inc. In general, SSGA will outsource any voting decision relating to a shareholder meeting of STT or other SSGA affiliated entities to independent outside third parties. Delegated third parties exercise vote decisions based upon SSGA’s in-house policies; and

· Reporting of voting policy overrides, if any, to the PRC on a quarterly basis.

 

In general, we do not believe matters that fall within the Guidelines and are voted consistently with the Guidelines present any potential conflicts, since the vote on the matter has effectively been determined without reference to the soliciting entity. However, where matters do not fall within the Guidelines or where we believe that voting in accordance with the Guidelines is unwarranted, we conduct an additional review to determine whether there is a conflict of interest. In circumstances where a conflict has been identified and either: (i) the matter does not fall clearly within the Guidelines; or (ii) SSGA determines that voting in accordance with such policies or guidance is not in the best interests of its clients, the Head of SSGA’s Corporate Governance Team will determine whether a Material Relationship exists. If so, the matter is referred to the SSGA PRC. The SSGA PRC then reviews the matter and determines whether a conflict of interest exists, and if so, how to best resolve such conflict. For example, the SSGA PRC may (i) determine that the proxy vote does not give rise to a conflict due to the issues presented, (ii) refer the matter to the SSGA Investment Committee for further evaluation or (iii) retain an independent fiduciary to determine the appropriate vote.

 

STATE STREET GLOBAL ADVISORS

 

 
 

 

Managing Conflicts of Interest arising from SSGA’s Proxy Voting and Engagement Activities

 

ssga.com

 

State Street Global Advisors Worldwide Entities

 

Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association.

 

Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 664 7727.

 

The views expressed in this material are the views of Feely, John S through the period ended February 28, 2015 and are subject to change based on market and other conditions. The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is not a guarantee of future results.

 

Investing involves risk including the risk of loss of principal.

 

Risk associated with equity investing include stock values which may fluctuate in response to the activities of individual companies and general market and economic conditions.

 

Standard & Poor’s (S&P) S&P Indices are a registered trademark of Standard & Poor’s Financial Services LLC.

 

© 2015 State Street Corporation. All Rights Reserved.

ID3455-INST-5419 0315 Exp. Date: 03/31/2016

 

STATE STREET GLOBAL ADVISORS

  

 
 

                   

T. ROWE PRICE ASSOCIATES, INC.

                   

T. ROWE PRICE INTERNATIONAL LTD

                   

T. ROWE PRICE (CANADA), INC

 

T. ROWE PRICE HONG KONG LIMITED

T. ROWE PRICE SINGAPORE PRIVATE LTD.

 

PROXY VOTING POLICIES AND PROCEDURES

 

RESPONSIBILITY TO VOTE PROXIES

 

T. Rowe Price Associates, Inc., T. Rowe Price International Ltd, T. Rowe Price (Canada), Inc., T. Rowe Price Hong Kong Limited, and T. Rowe Price Singapore Private Ltd. ( collectively, “T. Rowe Price”) recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote in the election of the company’s directors and on matters affecting certain important aspects of the company’s structure and operations that are submitted to shareholder vote. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the U.S.-registered investment companies which it sponsors and serves as investment adviser (“ Price Funds ”) and by common trust funds, offshore funds, institutional and private counsel clients who have requested that T. Rowe Price be involved in the proxy process. T. Rowe Price has assumed the responsibility for voting proxies on behalf of the T. Rowe Price Funds and certain counsel clients who have delegated such responsibility to T. Rowe Price. In addition, T. Rowe Price makes recommendations regarding proxy voting to counsel clients who have not delegated the voting responsibility but who have requested voting advice. T. Rowe Price reserves the right to decline to vote proxies in accordance with client-specific voting guidelines.

 

T. Rowe Price has adopted these Proxy Voting Policies and Procedures (“ Policies and Procedures” ) for the purpose of establishing formal policies and procedures for performing and documenting its fiduciary duty with regard to the voting of client proxies. This document is updated annually.

 

Fiduciary Considerations . It is the policy of T. Rowe Price that decisions with respect to proxy issues will be made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company from the viewpoint of the particular client or Price Fund. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Our intent has always been to vote proxies, where possible to do so, in a manner consistent with our fiduciary obligations and responsibilities. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance.

 

Other Considerations . One of the primary factors T. Rowe Price considers when determining the desirability of investing in a particular company is the quality and depth of its management. We recognize that a company’s management is entrusted with the day-to-day operations of the company, as well as its long-term direction and strategic planning, subject to the oversight of the company’s board of directors. Accordingly, our proxy voting guidelines are not intended to substitute our judgment for management’s with respect to the company’s day-to-day operations. Rather, our proxy voting guidelines are designed to promote accountability of a company's management and board of directors to its shareholders; to align the interests of

 

TRP 2015 Proxy Voting Policies and Procedures.doc

Updated: February 2015

 

 
 

 

management with those of shareholders; and to encourage companies to adopt best practices in terms of their corporate governance. In addition to our proxy voting guidelines, we rely on a company’s disclosures, its board’s recommendations, a company’s track record, country-specific best practices codes, our research providers and, most importantly, our investment professionals’ views, in making voting decisions.

 

ADMINISTRATION OF POLICIES AND PROCEDURES

 

Proxy Committee . T. Rowe Price’s Proxy Committee (“ Proxy Committee” ) is responsible for establishing positions with respect to corporate governance and other proxy issues, including those involving corporate social responsibility issues. Certain delegated members of the Proxy Committee also review questions and respond to inquiries from clients and mutual fund shareholders pertaining to proxy issues. While the Proxy Committee sets voting guidelines and serves as a resource for T. Rowe Price portfolio management, it does not have proxy voting authority for any Price Fund or counsel client. Rather, this responsibility is held by the Chairperson of the Price Fund’s Investment Advisory Committee or counsel client’s portfolio manager.

 

Global Proxy Services Group. The Global Proxy Services Group is responsible for administering the proxy voting process as set forth in the Policies and Procedures.

 

Proxy Administrator . The Global Proxy Services Group will assign a Proxy Administrator who will be responsible for ensuring that all meeting notices are reviewed and important proxy matters are communicated to the portfolio managers for consideration.

 

Global Corporate Governance Analyst. Our Global Corporate Governance Analyst is responsible for reviewing the proxy agendas for all upcoming meetings and making company-specific recommendations to our global industry analysts and portfolio managers with regard to the voting decisions in their portfolios.

 

HOW PROXIES ARE REVIEWED, PROCESSED AND VOTED

 

In order to facilitate the proxy voting process, T. Rowe Price has retained Institutional Shareholder Services (ISS) as an expert in the proxy voting and corporate governance area. ISS specializes in providing a variety of fiduciary-level proxy advisory and voting services. These services include voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the handling of proxy voting responsibility. In order to reflect T. Rowe Price’s issue-by-issue voting guidelines as approved each year by the Proxy Committee, ISS maintains and implements a custom voting policy for the Price Funds and other client accounts. From time to time, T. Rowe Price may also obtain certain proxy voting research from Glass, Lewis & Co., LLC.

 

Meeting Notification

 

T. Rowe Price utilizes ISS’s voting agent services to notify us of upcoming shareholder meetings for portfolio companies held in client accounts and to transmit votes to the various custodian banks of our clients. ISS tracks and reconciles T. Rowe Price holdings against incoming proxy ballots. If ballots do not arrive on time, ISS procures them from the appropriate custodian or proxy distribution agent. Meeting and

 

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record date information is updated daily, and transmitted to T. Rowe Price through Proxy Exchange, ISS’s web-based application.

 

Vote Determination

 

Each day, ISS delivers into T. Rowe Price’s proprietary proxy research platform a comprehensive summary of upcoming meetings, proxy proposals, publications discussing key proxy voting issues, and custom vote recommendations to assist us with proxy research and processing. The final authority and responsibility for proxy voting decisions remains with T. Rowe Price. Decisions with respect to proxy matters are made primarily in light of the anticipated impact of the issue on the desirability of investing in the company from the perspective of our clients.

 

Portfolio managers may decide to vote their proxies consistent with the Policies and Procedures, as set by the Proxy Committee, and instruct our Proxy Administrator to vote all proxies accordingly. Alternatively, portfolio managers may request to review the vote recommendations and sign off on all proxies before the votes are cast, or they may choose only to sign off on those votes cast against management. The portfolio managers are also given the option of reviewing and determining the votes on all proxies without utilizing the vote guidelines of the Proxy Committee. In all cases, the portfolio managers may elect to receive current reports summarizing all proxy votes in their client accounts. Portfolio managers who vote their proxies inconsistent with T. Rowe Price guidelines are required to document the rationale for their votes. The Proxy Administrator is responsible for maintaining this documentation and assuring that it adequately reflects the basis for any vote which is cast contrary to our proxy voting guidelines.

 

T. Rowe Price Voting Policies

 

Specific proxy voting guidelines have been adopted by the Proxy Committee for all regularly occurring categories of management and shareholder proposals. A detailed set of proxy voting guidelines is available on the T. Rowe Price website, www.troweprice.com. The following is a summary of our guidelines on the most significant proxy voting topics:

 

Election of Directors – For U.S. companies, T. Rowe Price generally supports slates with a majority of independent directors. However, T. Rowe Price may vote against outside directors who do not meet our criteria relating to their independence, particularly when they serve on key board committees, such as compensation and nominating committees, for which we believe that all directors should be independent. Outside of the U.S., we expect companies to adhere to the minimum independence standard established by regional corporate governance codes. At a minimum, however, we believe boards in all regions should include a blend of executive and non-executive members, and we are likely to vote against senior executives at companies without any independent directors. We also vote against directors who are unable to dedicate sufficient time to their board duties due to their commitments to other boards. We may vote against certain directors who have served on company boards where we believe there has been a gross failure in governance or oversight. Additionally, we may vote against compensation committee members who approve excessive executive compensation or severance arrangements. We support efforts to elect all board members annually because boards with staggered terms lessen directors’ accountability to shareholders and act as deterrents to takeover proposals. To strengthen boards’ accountability, T. Rowe Price supports proposals calling for a majority vote threshold for the election of directors and we may withhold votes from an entire board if they fail to implement shareholder proposals that receive majority support.

 

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Anti-Takeover, Capital Structure and Corporate Governance Issues – T. Rowe Price generally opposes anti-takeover measures since they adversely impact shareholder rights and limit the ability of shareholders to act on potential value-enhancing transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes, and poison pills. When voting on capital structure proposals, T. Rowe Price will consider the dilutive impact to shareholders and the effect on shareholder rights. We may support shareholder proposals that call for the separation of the Chairman and CEO positions if we determine that insufficient governance safeguards are in place at the company.

  

Executive Compensation Issues – T. Rowe Price’s goal is to assure that a company’s equity-based compensation plan is aligned with shareholders’ long-term interests. We evaluate plans on a case-by-case basis, using a proprietary, scorecard-based approach that employs a number of factors, including dilution to shareholders, problematic plan features, burn rate, and the equity compensation mix. Plans that are constructed to effectively and fairly align executives’ and shareholders’ incentives generally earn our approval. Conversely, we oppose compensation packages that provide what we view as excessive awards to few senior executives, contain the potential for excessive dilution relative to the company’s peers, or rely on an inappropriate mix of options and full-value awards. We also may oppose equity plans at any company where we deem the overall compensation practices to be problematic. We generally oppose efforts to reprice options in the event of a decline in value of the underlying stock unless such plans appropriately balance shareholder and employee interests. For companies with particularly egregious pay practices such as excessive severance packages, executives with outsized pledged/hedged stock positions, executive perks, and bonuses that are not adequately linked to performance, we may vote against compensation committee members. We analyze management proposals requesting ratification of a company’s executive compensation practices ( “Say-on-Pay” proposals) on a case-by-case basis, using a proprietary scorecard-based approach that assesses the long-term linkage between executive compensation and company performance as well as the presence of objectionable structural features in compensation plans. With respect to the frequency in which companies should seek advisory votes on compensation, we believe shareholders should be offered the opportunity to vote annually. Finally, we may withhold votes from compensation committee members or even the entire board if we have cast votes against a company’s “Say-on-Pay” vote in consecutive years.

 

Mergers and Acquisitions – T. Rowe Price considers takeover offers, mergers, and other extraordinary corporate transactions on a case-by-case basis to determine if they are beneficial to shareholders’ current and future earnings stream and to ensure that our Price Funds and clients are receiving fair consideration for their securities. We generally oppose proposals for the ratification of executive severance packages ( “Say on Golden Parachute” proposals) in conjunction with merger transactions because we believe these arrangements are, by and large, unnecessary, and they reduce the alignment of executives’ incentives with shareholders’ interests.

 

Corporate Social Responsibility Issues – Vote recommendations for corporate responsibility issues are generated by the Global Corporate Governance Analyst using ISS’s proxy research and company reports. T. Rowe Price generally votes with a company’s management on social, environmental and corporate responsibility issues unless the issue has substantial investment implications for the company’s business or operations which have not been adequately addressed by management. T. Rowe Price supports well-targeted shareholder proposals on environmental and other public policy issues that are particularly relevant to a company’s businesses.

 

Global Portfolio Companies – ISS applies a two-tier approach to determining and applying global proxy voting policies. The first tier establishes baseline policy guidelines for the most fundamental issues, which span the corporate governance spectrum without regard to a company’s domicile. The second tier takes into account various idiosyncrasies of different countries, making allowances for standard market practices, as long as they do not violate the fundamental goals of good corporate governance. The goal is to enhance shareholder value through effective use of the shareholder franchise, recognizing that application of policies

 

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developed for U.S. corporate governance issues are not appropriate for all markets. The Proxy Committee has reviewed ISS’s general global policies and has developed international proxy voting guidelines which in most instances are consistent with ISS recommendations.

 

Fixed Income, Index and Passively Managed Accounts Proxy voting for fixed income, index and other passively-managed portfolios is administered by the Proxy Services Group using T. Rowe Price’s policies as set by the Proxy Committee. If a portfolio company is held in both an actively managed account and an index account, the index account will default to the vote as determined by the actively managed proxy voting process. In addition, fixed income accounts will generally follow the proxy vote determinations on security holdings held by our equity accounts unless the matter is specific to a particular fixed income security (i.e., consents, restructurings, reorganization proposals).

 

Divided Votes – In situations where a decision is made which is contrary to the policies established by the Proxy Committee, or differs from the vote for any other client or Price Fund, the Proxy Services Group advises the portfolio managers involved of the divided vote. The persons representing opposing views may wish to confer to discuss their positions. In such instances, it is the normal practice for the portfolio manager to document the reasons for the vote if it is against our proxy voting guidelines. The Proxy Administrator is responsible for assuring that adequate documentation is maintained to reflect the basis for any vote which is cast in opposition to our proxy voting guidelines.

 

Shareblocking Shareblocking is the practice in certain foreign countries of “freezing” shares for trading purposes in order to vote proxies relating to those shares. In markets where shareblocking applies, the custodian or sub-custodian automatically freezes shares prior to a shareholder meeting once a proxy has been voted. Shareblocking typically takes place between one and fifteen (15) days before the shareholder meeting, depending on the market. In markets where shareblocking applies, there is a potential for a pending trade to fail if trade settlement takes place during the blocking period. T. Rowe Price’s policy is generally to abstain from voting shares in shareblocking countries unless the matter has compelling economic consequences that outweigh the loss of liquidity in the blocked shares.

 

Securities on Loan The Price Funds and our institutional clients may participate in securities lending programs to generate income. Generally, the voting rights pass with the securities on loan; however, lending agreements give the lender the right to terminate the loan and pull back the loaned shares provided sufficient notice is given to the custodian bank in advance of the voting deadline. T. Rowe Price’s policy is generally not to vote securities on loan unless the portfolio manager has knowledge of a material voting event that could affect the value of the loaned securities. In this event, the portfolio manager has the discretion to instruct the Proxy Administrator to pull back the loaned securities in order to cast a vote at an upcoming shareholder meeting.

 

Monitoring and Resolving Conflicts of Interest

 

The Proxy Committee is also responsible for monitoring and resolving potential material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our fund shareholders. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Since T. Rowe Price’s voting guidelines are predetermined by the Proxy Committee, application of the guidelines by fund portfolio managers to vote fund proxies should in most instances adequately address any potential conflicts of interest. However, consistent with the terms of the Policies and Procedures, which allow portfolio managers to vote proxies opposite our general voting guidelines, the Proxy Committee regularly reviews all such proxy votes that are

 

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inconsistent with the proxy voting guidelines to determine whether the portfolio manager’s voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other material relationships between T. Rowe Price and a portfolio company (unrelated to the ownership of the portfolio company’s securities) could have influenced an inconsistent vote on that company’s proxy.

 

Issues raising potential conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Price’s Code of Ethics and Conduct requires all employees to avoid placing themselves in a “compromising position” in which their interests may conflict with those of our clients and restrict their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.

 

Specific Conflict of Interest Situations - Voting of T. Rowe Price Group, Inc. common stock (sym: TROW) by certain T. Rowe Price Index Funds will be done in all instances in accordance with T. Rowe Price policy, and votes inconsistent with policy will not be permitted. In addition, T. Rowe Price has voting authority for proxies of the holdings of certain Price Funds that invest in other Price Funds. In cases where the underlying fund of an investing Price Fund, including a fund-of-funds, holds a proxy vote, T. Rowe Price will mirror vote the fund shares held by the upper-tier fund in the same proportion as the votes cast by the shareholders of the underlying funds (other than the T. Rowe Price Reserve Investment Funds).

 

REPORTING, RECORD RETENTION AND OVERSIGHT

 

The Proxy Committee, and certain personnel under the direction of the Proxy Committee, perform the following oversight and assurance functions, among others, over T. Rowe Price’s proxy voting: (1) periodically samples proxy votes to ensure that they were cast in compliance with T. Rowe Price’s proxy voting guidelines; (2) reviews, no less frequently than annually, the adequacy of the Policies and Procedures to make sure that they have been implemented effectively, including whether they continue to be reasonably designed to ensure that proxies are voted in the best interests of our clients; (3) performs due diligence on whether a retained proxy advisory firm has the capacity and competency to adequately analyze proxy issues, including the adequacy and quality of the proxy advisory firm’s staffing and personnel and its policies; and (4) oversees any retained proxy advisory firms and their procedures regarding their capabilities to (i) produce proxy research that is based on current and accurate information and (ii) identify and address any conflicts of interest and any other considerations that we believe would be appropriate in considering the nature and quality of the services provided by the proxy advisory firm.

 

Vote Summary Reports will be generated for each client that requests T. Rowe Price to furnish proxy voting records. The report specifies the portfolio companies, meeting dates, proxy proposals, and votes which have been cast for the client during the period and the position taken with respect to each issue. Reports normally cover quarterly or annual periods and are provided to clients upon request.

 

T. Rowe Price retains proxy solicitation materials, memoranda regarding votes cast in opposition to the position of a company’s management, and documentation on shares voted differently. In addition, any document which is material to a proxy voting decision such as the T. Rowe Price proxy voting guidelines, Proxy Committee meeting materials, and other internal research relating to voting decisions will be kept. All proxy voting materials and supporting documentation are retained for six years (except for proxy statements available on the SEC’s EDGAR database).

 

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WELLINGTON MANAGEMENT

 

GLOBAL PROXY POLICY AND PROCEDURES

 

 

 

Introduction

 

Wellington Management has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests of clients for whom it exercises proxy-voting discretion.

 

 

Wellington Management’s Proxy Voting Guidelines (the “Guidelines”) set forth broad guidelines and positions on common proxy issues that Wellington Management uses in voting on proxies. In addition, Wellington Management also considers each proposal in the context of the issuer, industry and country or countries in which the issuer’s business is conducted. The Guidelines are not rigid rules and the merits of a particular proposal may cause Wellington Management to enter a vote that differs from the Guidelines.

                   

Statement of Policy

 

Wellington Management:

 

1) Votes client proxies for which clients have affirmatively delegated proxy-voting authority, in writing, unless it determines that it is in the best interest of one or more clients to refrain from voting a given proxy.

 

2) Votes all proxies in the best interests of the client for whom it is voting, i.e. , to maximize economic value.

 

3) Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client.

                   

Responsibility and Oversight

 

Investor and Counterparty Services (“ICS”) monitors regulatory requirements with respect to proxy voting and works with the firm’s Legal and Compliance Group and the Corporate Governance Committee to develop practices that implement those requirements. Day-to-day administration of the proxy voting process is the responsibility of ICS, which also acts as a resource for portfolio managers and research analysts on proxy matters, as needed. The Corporate Governance Committee is responsible for oversight of the implementation of the Global Proxy Policy and Procedures, review and approval of the Guidelines and for providing advice and guidance on specific proxy votes for individual issuers.

 

 
 

 

WELLINGTON MANAGEMENT

 

GLOBAL PROXY POLICY AND PROCEDURES

                   

Procedures

                   

Use of Third-Party Voting Agent 

Wellington Management uses the services of a third-party voting agent to manage the administrative aspects of proxy voting. The voting agent processes proxies for client accounts, casts votes based on the Guidelines and maintains records of proxies voted.

 

Receipt of Proxy 

If a client requests that Wellington Management votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington Management or its voting agent.

 

Reconciliation 

Each public security proxy received by electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic format, are voted as received, Wellington Management is not able to reconcile these proxies to holdings, nor does it notify custodians of non-receipt.

 

Research 

In addition to proprietary investment research undertaken by Wellington Management investment professionals, ICS conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance and of current practices of specific companies.

 

Proxy Voting 

Following the reconciliation process, each proxy is compared against the Guidelines, and handled as follows:

 

· Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (i.e., “For”, “Against”, “Abstain”) are reviewed by ICS and voted in accordance with the Guidelines.
· Issues identified as “case-by-case” in the Guidelines are further reviewed by ICS. In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or portfolio manager(s) for their input.
· Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients’ proxies.

 

Wellington Management reviews regularly the voting record to ensure that proxies are voted in accordance with these Global Proxy Policy and Procedures and the Guidelines; and ensures that documentation and reports, for clients and for internal purposes, relating to the voting of proxies are promptly and properly prepared and disseminated.

 

 
 

 

WELLINGTON MANAGEMENT

 

GLOBAL PROXY POLICY AND PROCEDURES

 

Material Conflict of Interest Identification and Resolution Processes

Wellington Management’s broadly diversified client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest it faces in voting proxies. Annually, the Corporate Governance Committee sets standards for identifying material conflicts based on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process. In addition, the Corporate Governance Committee encourages all personnel to contact ICS about apparent conflicts of interest, even if the apparent conflict does not meet the published materiality criteria. Apparent conflicts are reviewed by designated members of the Corporate Governance Committee to determine if there is a conflict and if so whether the conflict is material.

 

If a proxy is identified as presenting a material conflict of interest, the matter must be reviewed by designated members of the Corporate Governance Committee, who will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Corporate Governance Committee should convene.

                   

Other Considerations

 

In certain instances, Wellington Management may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. While not exhaustive, the following are potential instances in which a proxy vote might not be entered.

 

Securities Lending

In general, Wellington Management does not know when securities have been lent out pursuant to a client’s securities lending program and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.

 

Share Blocking and Re-registration

Certain countries impose trading restrictions or requirements regarding re-registration of securities held in omnibus accounts in order for shareholders to vote a proxy. The potential impact of such requirements is evaluated when determining whether to vote such proxies.

 

Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs

Wellington Management may abstain from voting a proxy when the proxy statement or other available information is inadequate to allow for an informed vote, when the proxy materials are not delivered in a timely fashion or when, in Wellington Management’s judgment, the costs exceed the expected benefits to clients (such as when powers of attorney or consularization are required).

               

Additional Information

 

Wellington Management maintains records related to proxies pursuant to Rule 204-2 of the Investment Advisers Act of 1940 (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws.

 

 
 

 

WELLINGTON MANAGEMENT

 

GLOBAL PROXY POLICY AND PROCEDURES

 

Wellington Management provides clients with a copy of its Global Proxy Policy and Procedures , including the Guidelines, upon written request. In addition, Wellington Management will make specific client information relating to proxy voting available to a client upon reasonable written request.

 

Dated: 1 January 2015

 

 
 

 

Wells Capital Management Policies and Procedures

 

Subject:

 

Proxy Voting Policies and Procedures

 

Date Issued:

May 2013

Date Last Revised:

March 2011

 

Compliance Liaison:

Mai Shiver/Margie D’Almeida

Business
Administrator:

Jennifer Vraney

 

I.     Introduction:

 

As a fiduciary, Wells Capital Management (“WellsCap”) is obligated to vote proxies in the best interests of its clients. WellsCap has developed a structure that is designed to ensure that proxy voting is conducted in an appropriate manner, consistent with the clients’ best interest and within the framework of this Proxy Voting Policy and Procedures (“Policy”). WellsCap has adopted this Policy in order to satisfy its fiduciary obligation. It is intended that this Policy also satisfies the requirements of Rule 206(4)-6 under the Investment Advisers Act of 940, as amended (the “Advisers’ Act”).

 

WellsCap manages assets for a variety of clients: Taft-Hartley plans, governmental plans, foundations and endowments, corporations, and investment companies and other collective investment vehicles. Unless the client specifically reserves the right to vote their own proxies, WellsCap will vote proxies with a goal of maximizing shareholder value as a long-term investor and consistent with the governing laws and investment policies of each portfolio. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership, WellsCap supports sound corporate governance practices within companies in which they invest.

 

II.    Voting

 

Philosophy:

 

When WellsCap accepts delegation from its clients to vote proxies, it does not delegate that authority to any other person or entity, but retains complete authority for voting all proxies on behalf of its clients. Not all clients delegate proxy-voting authority to WellsCap, however, and WellsCap will not vote proxies, or provide advice to clients on how to vote proxies in the absence of specific delegation of authority, a pre-existing contractual agreement, or an obligation under the applicable law. For example, securities that are held in an investment advisory account for which WellsCap exercises no investment discretion are not voted by WellsCap. Also, WellsCap may not exercise discretion over shares that the client has committed to a stock loan program, which passes voting rights to the party with possession of the shares. From time to time, WellsCap may participate with a dissident group to vote proxies. In such case, WellsCap’s appointment of an agent for limited purposes will not be deemed a delegation of authority under this Policy. WellsCap relies on a third party to provide research, administration, and executing votes based on their published guidelines . Notwithstanding, WellsCap retains final authority and fiduciary responsibility for proxy voting.

 

Responsibilities

 

 
 

 

1. Proxy Administrator

WellsCap’s proxy voting process is administered by its Operations Department (“Proxy Administrator”), who reports to WellsCap’s Chief Operations Officer. The Proxy Administrator is responsible for administering and overseeing the proxy voting process to ensure the implementation of the Procedures. The Proxy Administrator monitors third party voting of proxies to ensure it is being done in a timely and responsible manner. The Proxy Administrator in conjunction with the Proxy Committee reviews the continuing appropriateness of the Procedures set forth herein, recommends revisions as necessary and provides an annual update on the proxy voting process.

 

2. The Proxy Committee: The Proxy Committee is chaired by the Head of Equity Investments. The Committee members are selected from portfolio management groups and include investment risk personnel. Members of the Committee are subject to change upon approval from the Committee Chair.

 

3. WellsCap Legal/Compliance Department provides oversight and guidance to the Committee as necessary.

 

4. Third Parties

To assist in its proxy-voting responsibilities, WellsCap subscribes to research and other proxy-administration services. Currently, WellsCap has contracted with Institutional Shareholder Services (ISS) a provider of proxy-voting services, to provide the following services to WellsCap:

· Independently analyze and make recommendations for proxy proposals in accordance with the relevant voting platform;
· Receive all proxy information sent by custodians that hold securities of WellsCap’s Proxy Clients;
· Posts proxy information on its password-protected website, including meeting dates, agendas, and ISS’s analysis;
· Provides WellsCap with vote administration and execution, recordkeeping (proxy statements and votes), and reporting support services; and
· Annual analysis and rationale for guideline amendments.

 

C.   Methodology

 

Except in instances where clients have retained voting authority, WellsCap will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to ISS. The Proxy Administrator reviews this information regularly and communicates with representatives of ISS to ensure that all agendas are considered and proxies are voted on a timely basis.

 

1.           Voting Guidelines . WellsCap, through its agent (ISS), votes proxies on different platforms subject to the client’s expressed goals. The two key platforms are: (i) the ISS’s Proxy Voting Guidelines, and (ii) ISS’S Taft Hartley Advisory Services platform, which researches recommendations made by the AFL-CIO. These Guidelines set forth how proxies will be voted on the issues specified. Depending upon the proposal and the platform, the guidelines may provide that proxies be voted “for” or “against” the proposal, or that the proposal should be considered on a case-by-case basis. The guideline may also be silent on a particular proposal, especially regarding foreign securities. ISS will vote proxies for or against as directed by the guidelines. Where the guidelines specify a “case by

 

 
 

 

case” determination for a particular issue, ISS will evaluate the proxies based on thresholds established in the proxy guidelines relative to the platform. In addition, for proxies relating to issues not addressed in the guidelines, ISS will refer the vote to WellsCap. Finally, the Proxy Administrator shall have the authority to direct ISS to forward the proxy to him or her for a discretionary vote, in consultation with the Proxy Committee or the portfolio manager covering the subject security, if the Proxy Committee or the portfolio manager determines that a case-by-case review of such matter is warranted. Where a potential conflict of interest is identified (as described herein), WellsCap may not deviate from the Procedures unless it has a documented compelling purpose to do so.

 

2.     Voting Discretion. In all cases, the Proxy Administrator will exercise its voting discretion in accordance with the voting philosophy of the selected guideline. In cases where a proxy is forwarded by ISS to the Proxy Administrator, the Proxy Administrator may be assisted in its voting decision through receipt of: (i) independent research and voting recommendations provided by ISS, Portfolio Management or other independent sources; or (ii) information provided by company managements and shareholder groups. WellsCap believes that input from a portfolio manager or research analyst with knowledge of the issuer and its securities (collectively “Portfolio Manager”) is essential. Portfolio Management is, in WellsCap’s view, best able to evaluate the impact that the outcome on a particular proposal will have on the value of the issues shares. In the event that the Proxy Administrator is aware of a material conflict of interest involving Wells Fargo/WellsCap or any of its affiliates regarding a proxy that has been forwarded to him or her, the Proxy Administrator will, absent compelling circumstances, return the proxy to ISS to be voted in conformance with the voting guidelines of ISS.

 

Voting decisions made by the Proxy Administrator will be reported to ISS to ensure that the vote is registered in a timely manner.

 

3.           Securities on Loan. As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote the proxy).

 

4.           Share Blocking . Proxy voting in certain countries requires ‘share blocking’. Shareholders wishing to vote their proxies must deposit their shares with a designated depositary before the date of the meeting. Consequently, the shares may not be sold in the period preceding the proxy vote. Absent compelling reasons, WellsCap believes that the benefit derived from voting these shares is outweighed by the burden of limited trading. Therefore, if share blocking is required in certain markets, WellsCap will not participate and refrain from voting proxies for those clients impacted by share blocking.

 

5.           Conflicts of Interest. WellsCap has obtained a copy of ISS policies, procedures and practices regarding potential conflicts of interest that could arise in ISS proxy voting services to WellsCap as a result of business conducted by ISS. WellsCap believes that potential conflicts of interest by ISS are minimized by these policies, procedures and practices. In addition, Wells Fargo and/or WellsCap may have a conflict of interest regarding a proxy to be voted upon if, for example, Wells Fargo and/or WellsCap or its affiliates have other relationships with the issuer of the proxy. WellsCap believes that, in most instances, any material conflicts of interest will be minimized through a strict and objective application by ISS of the voting guidelines. However, when the Proxy Administrator is aware of a material conflict of

 

 
 

 

interest regarding a matter that would otherwise require a vote by WellsCap, the Proxy Administrator shall defer to ISS to vote in conformance with the voting guidelines of ISS. In addition, the Proxy Administrator will seek to avoid any undue influence as a result of any material conflict of interest that exists between the interest of a client and WellsCap or any of its affiliates. To this end, an independent fiduciary engaged by Wells Fargo will direct the Proxy Administrator on voting instructions for the Wells Fargo proxy.

 

6.           Regulatory Conflicts/Restrictions. When the Proxy Administrator is aware of regulatory conflicts or restrictions, the Proxy Administrator shall defer to ISS to vote in conformance with ISS’s voting guidelines to avoid any regulatory violations.

 

III.  Other Provisions

 

Guideline Review

The Proxy Committee meets at least annually to review this Policy and consider changes to it. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of Proxy Administration, any member of the Proxy Committee, or WellsCap’s Chief Compliance Officer. A representative of WellsCap’s Compliance Department will be present (on a best efforts basis) at all Proxy Committee meetings, but will not vote on the proxies.

 

Record Retention

WellsCap will maintain the following records relating to the implementation of the Procedures:

 

§ A copy of these proxy voting polices and procedures;
§ Proxy statements received for client securities (which will be satisfied by relying on ISS);
§ Records of votes cast on behalf of clients (which ISS maintains on behalf of WellsCap);
§ Records of each written client request for proxy voting records and WellsCap’s written response to any client request (written or oral) for such records; and
§ Any documents prepared by WellsCap or ISS that were material to making a proxy voting decision.

 

Such proxy voting books and records shall be maintained at an office of WellsCap in an easily accessible place for a period of five years.

 

Disclosure of Policies and Procedures

WellsCap will disclose to its clients a summary description of its proxy voting policy and procedures via mail. A detail copy of the policy and procedures will be provided to clients upon request by calling 1-800-736-2316.

 

WellsCap will also provide proxy statements and any records as to how we voted proxies on behalf of client upon request. Clients may contact us at 1-800-736-2316 or by e-mail at riskmgt@wellsfargo.com to request a record of proxies voted on their behalf.

 

Except as otherwise required by law, WellsCap has a general policy of not disclosing to any issuer or third party how its client proxies are voted.

 

 
 

 

Appendix A

 

Voting Members of WellsCap Proxy Committee

Jon Baranko-Director of Equity Investments

Jim Tringas- Equity Style Lead Manager

Bobby Chen- Investment Product Specialist

John Hockers- Director of Equity Risk Management, Investment Risk Management

Jennifer Vraney-Operations Manager

 

Consulting members of WellsCap Proxy Committee

Mai Shiver- Director of Business Risk Management

 

 

 
 

 

 

 

PROXY VOTING

 

 

Background

 

An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.

 

 

 

 

Policy

 

As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

 

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

 

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

 

 
 

 

STATEMENT OF ADDITIONAL INFORMATION

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

(“JHVIT”)

 

  Exchange Ticker Symbols
Fund Series
I
Series
II
Series III  
American Asset Allocation Trust N/A N/A N/A  
American Global Growth Trust N/A N/A N/A  
American Growth Trust N/A N/A N/A  
American Growth-Income Trust N/A N/A N/A  
American International Trust N/A N/A N/A  
American New World Trust N/A N/A N/A  

 

This Statement of Additional Information (“SAI”) is not a prospectus but should be read in conjunction with JHVIT’s Prospectus dated April 27, 2015 relating to the following six funds: American Asset Allocation Trust, American Global Growth Trust, American Growth Trust, American Growth-Income Trust, American International Trust and American New World Trust (each a “JHVIT Feeder Fund,” “fund,” or portfolio, and collectively, the “JHVIT Feeder Funds,” the “funds,” or the “portfolios”). JHVIT’s Prospectus may be obtained from JHVIT, 601 Congress Street, Boston, Massachusetts, 02210.

 

A separate SAI describes the other series of JHVIT.

 

The financial statements of JHVIT for the fiscal year ended December 31, 2014, as well as the related opinion of JHVIT’s independent registered public accounting firm, are incorporated by reference into this SAI insofar as they relate to the funds listed above, and as they are included in JHVIT’s most recent annual report to shareholders (the “Annual Report”). The Annual Report is available upon request and without charge by calling (800) 344-1029.

 

The date of this SAI is April 27, 2015.

 

 
 

 

TABLE OF CONTENTS

 

MASTER-FEEDER STRUCTURE 3
INVESTMENT POLICIES AND RESTRICTIONS 4
PORTFOLIO TURNOVER 8
MANAGEMENT OF JHVIT 8
Additional Information About the Trustees 21
INVESTMENT MANAGEMENT ARRANGEMENTS 34
DISTRIBUTOR; RULE 12B-1 PLANS OF THE FUNDS 35
PORTFOLIO BROKERAGE 36
PURCHASE AND REDEMPTION OF SHARES 36
DETERMINATION OF NAV OF THE MASTER FUND 37
POLICY REGARDING DISCLOSURE OF PORTFOLIO HOLDINGS 37
SHAREHOLDERS OF JHVIT 38
ORGANIZATION OF JHVIT 40
ADDITIONAL INFORMATION CONCERNING TAXES 41
LEGAL AND REGULATORY MATTERS 46
FINANCIAL STATEMENTS 46
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 47
CUSTODIAN 47
CODE OF ETHICS 47
PROXY VOTING POLICIES 47
APPENDIX I 48
APPENDIX II 54

 

2
 

 

MASTER-FEEDER STRUCTURE

 

Each fund described in this SAI operates as a “feeder fund,” which means that the fund does not buy investment securities directly. Instead, it invests in Class 1 shares of a “master fund,” which in turn purchases investment securities. Each JHVIT Feeder Fund has the same investment objective and limitations as its master fund. Each master fund is a series of American Funds Insurance Series ® (“AFIS”) (each a “Master Fund” and collectively the “Master Funds”). Each JHVIT Feeder Fund’s Master Fund is listed below:

 

JHVIT FEEDER FUND MASTER FUND
American Asset Allocation Trust Asset Allocation Fund
American Global Growth Trust Global Growth Fund
American Growth Trust Growth Fund
American Growth-Income Trust Growth-Income Fund
American International Trust International Fund
American New World Trust New World Fund®

 

A JHVIT Feeder Fund may withdraw its entire investment from a Master Fund at any time the Board of Trustees of JHVIT (the “Board”) decides it is in the best interest of the fund and its shareholders to do so.

 

The AFIS Board formulates the general policies of each Master Fund and meets periodically to review each Master Fund’s performance, monitor investment activities and practices, and discuss other matters affecting each Master Fund.

 

THE SAI FOR THE MASTER FUNDS IS DELIVERED TOGETHER WITH THIS SAI.

 

SMALL OR UNSEASONED COMPANIES

 

o Survival of Small or Unseasoned Companies. Companies that are small or unseasoned (less than 3 years of operating history) are more likely than larger or established companies to fail or not accomplish their goals. As a result, the value of their securities could decline significantly. These companies are less likely to survive since they are often dependent upon a small number of products, may have limited financial resources and may have a small management group.

 

o Changes in Earnings and Business Prospects. Small or unseasoned companies often have a greater degree of change in earnings and business prospects than larger or established companies, resulting in more volatility in the price of their securities.

 

3
 

 

o Liquidity. The securities of small or unseasoned companies may have limited marketability. This factor could cause the value of a portfolio’s investments to decrease if it needs to sell such securities when there are few interested buyers.

 

o Impact of Buying or Selling Shares. Small or unseasoned companies usually have fewer outstanding shares than larger or established companies. Therefore, it may be more difficult to buy or sell large amounts of these shares without unfavorably impacting the price of the security.

 

o Publicly Available Information. There may be less publicly available information about small or unseasoned companies. Therefore, when making a decision to purchase a security for a portfolio, the portfolio’s investment manager may not be aware of problems associated with the company issuing the security.

 

MEDIUM SIZE COMPANIES

 

o Investments in the securities of medium sized companies present risks similar to those associated with small or unseasoned companies although to a lesser degree due to the larger size of the companies.

 

INVESTMENT POLICIES AND RESTRICTIONS

 

The investment policies and restrictions of each Master Fund are described in the statement of additional information for the Master Funds, which is delivered together with this SAI.

 

REPURCHASE AGREEMENTS

 

Each of the portfolios may invest in repurchase agreements. The following information supplements the information in the Prospectus regarding repurchase agreements.

 

Repurchase agreements are arrangements involving the purchase of an obligation by a portfolio and the simultaneous agreement to resell the same obligation on demand or at a specified future date and at an agreed upon price. A repurchase agreement can be viewed as a loan made by a portfolio to the seller of the obligation with such obligation serving as collateral for the seller’s agreement to repay the amount borrowed with interest. Repurchase agreements provide a portfolio the opportunity to earn a return on cash that is only temporarily available. A portfolio may enter into a repurchase agreement with banks, brokers or dealers. However, a portfolio will enter into a repurchase agreement with a broker or dealer only if the broker or dealer agrees to deposit additional collateral should the value of the obligation purchased by the portfolio decrease below the resale price.

 

Generally, repurchase agreements are of a short duration, often less than one week but on occasion for longer periods. Securities subject to repurchase agreements will be valued every business day and additional collateral will be requested if necessary so that the

 

4
 

 

value of the collateral is at least equal to the value of the repurchase obligation, including the interest accrued thereon.

 

The portfolios shall engage in a repurchase agreement transactions only with those banks or broker/dealers that meet the portfolios quantitative and qualitative criteria regarding creditworthiness, asset size and collateralization requirements. The counterparties to a repurchase agreement transaction are limited to a:

 

o Federal Reserve System member bank,

 

o primary government securities dealer reporting to the Federal Reserve Bank of New York’s Market Reports Division, or

 

o broker/dealer that reports U.S. government securities positions to the Federal Reserve Board.

 

Each portfolio will continuously monitor repurchase agreement transactions to ensure that the collateral held with respect to a repurchase agreement equals or exceeds the amount of the obligation.

 

The risk to a portfolio in a repurchase agreement transaction is limited to the ability of the seller to pay the agreed-upon sum on the delivery date. If an issuer of a repurchase agreement fails to repurchase the underlying obligation, the loss to the portfolio, if any, would be the difference between the repurchase price and the underlying obligation’s market value. A portfolio also might incur certain costs in liquidating the underlying obligation. Moreover, if bankruptcy or other insolvency proceedings are commenced with respect to the seller, realization upon the underlying obligation by JHVIT might be delayed or limited.

 

INVESTMENT RESTRICTIONS

 

There are two classes of investment restrictions: fundamental and non-fundamental. A fund’s fundamental restrictions may be changed only by a vote of a majority of the fund’s outstanding voting securities, which means a vote of the lesser of (i) 67% or more of the shares represented at a meeting at which more than 50% of the shares outstanding are represented or (ii) more than 50% of the outstanding shares. Non-fundamental restrictions may be changed by a fund’s board of trustees or directors without shareholder approval.

 

INVESTMENT RESTRICTIONS OF THE MASTER FUNDS

 

As long as the portfolios continue to operate as feeder funds that invest in their corresponding Master Funds, the fundamental and non-fundamental investment restrictions of each portfolio will in effect be those of its Master Fund. Each portfolio has adopted the following non-fundamental investment restriction to enable it to invest in its Master Fund:

 

5
 

 

Notwithstanding any other investment policy of the portfolio, the portfolio may invest all of its net assets in an open-end management investment company having substantially the same investment objective and limitations as the portfolio.

 

A Master Fund may seek to change a fundamental restriction by submitting the proposed change to the vote of its shareholders, including the portfolio that invests in the Master Fund. If the change is approved by Master Fund shareholders, the change will become effective as to the Master Fund and, by virtue of the portfolio’s non-fundamental restriction stated above, to the portfolio. If JHVIT, on behalf of the portfolio, determines that a change otherwise approved by Master Fund shareholders is not in the best interest of the portfolio, JHVIT may cause the portfolio to cease to invest all of its net assets in the Master Fund. In such event, the portfolio will then be subject to its own fundamental and non-fundamental investment restrictions.

 

The investment restrictions of the Master Funds are described in the statement of additional information for the Master Funds, which is delivered together with this SAI.

 

INVESTMENT RESTRICTIONS OF THE JHVIT FEEDER FUNDS

 

Each portfolio has adopted fundamental and non-fundamental investment restrictions that are set forth below. As indicated above, as long as the portfolios continue to operate as feeder funds, these restrictions apply to the portfolios only to the extent that the restrictions are not inconsistent with such operations and with the fundamental and non-fundamental restrictions of the Master Funds. If a portfolio ceases to invest all of its net assets in its Master Fund, the portfolio’s investment restrictions become fully applicable.

 

For each portfolio, restrictions 6, 9, 10, 11 and 12 are non-fundamental, and all other restrictions are fundamental. Fundamental restrictions may only be changed by a vote of a majority of the outstanding voting securities of a portfolio as described above. With such approval, an investment restriction change will be deemed to have been effectively acted upon for the portfolio, notwithstanding that the change has not been approved by (i) the holders of a majority of the outstanding voting securities of any other portfolio affected by the change or (2) a majority of the outstanding voting securities of JHVIT.

 

INVESTMENT RESTRICTIONS OF THE JHVIT FEEDER FUNDS

 

Each fund may not:

 

1. Invest more than 5% of the value of its the total assets in the securities of any one issuer provided that this limitation shall apply only to 75% of the value of its total assets and, provided further, that the limitation shall not apply to obligations of the government of the U.S. under a general Act of Congress. The short-term obligations of commercial banks are excluded from this 5% limitation with respect to 25% of the fund’s total assets.

 

6
 

 

2. As to 75% of its total assets, purchase more than 10% of the outstanding voting securities of an issuer.

 

3. Invest more than 25% of its total assets in the securities of issuers in the same industry. Obligations of the U.S. government, its agencies and instrumentalities, are not subject to this 25% limitation on industry concentration. In addition, a fund may, if deemed advisable, invest more than 25% of its assets in the obligations of domestic commercial banks.

 

4. Invest in real estate (including limited partnership interests but excluding securities of companies, such as real estate investment trusts, which deal in real estate or interests therein).

 

5. Purchase commodities or commodity contracts; except that the American Asset Allocation Trust, the American High-Income Trust, the American International Trust, American Small Capitalization Trust, American New World Trust and American High-Income Trust may engage in transactions involving currencies (including forward or futures contracts and put and call options).

 

6. Invest in companies for the purpose of exercising control or management.

 

7. Make loans to others except for (a) the purchase of debt securities; (b) entering into repurchase agreements; (c) the loaning of its portfolio securities; and (d) entering into loan participations.

 

8. Borrow money, except from banks for temporary purposes, and then in an amount not in excess of 5% of the value of the fund’s total assets. Moreover, in the event that the asset coverage for such borrowings falls below 300%, a fund will reduce, within three days, the amount of its borrowings in order to provide for 300% asset coverage.

 

9. Purchase securities on margin.

 

10. Sell securities short, except to the extent that a fund contemporaneously owns or has the right to acquire at no additional cost, securities identical to those sold short.

 

11. Invest in puts, calls, straddles, spreads or any combination thereof; except as described above in Fundamental Investment Restriction number 5.

 

12. Invest in securities of other investment companies, except as permitted by the Investment Company Act of 1940, as amended (the “1940 Act”).

 

13. Engage in underwriting of securities issued by others, except to the extent it may be deemed to be acting as an underwriter in the purchase or resale of portfolio securities.

 

7
 

 

Additional Non-Fundamental Restrictions

 

The following non-fundamental restrictions of each JHVIT Feeder Fund may be changed without shareholder approval:

 

1. The portfolio may not invest more than 15% of its net assets in illiquid securities.

 

2. The portfolio may not issue senior securities, except as permitted by the 1940 Act.

 

Notwithstanding Investment Restriction number 12, the Master Funds may invest in securities of other managed investment companies if deemed advisable by their officers in connection with the administration of a deferred compensation plan adopted by Trustees pursuant to an exemptive order granted by the United States Securities and Exchange Commission (“SEC”).

 

Notwithstanding Investment Restriction number 13, the portfolios may not engage in the business of underwriting securities of other issuers, except to the extent that the disposal of an investment position may technically constitute the fund an underwriter as that term is defined under the Securities Act of 1933, as amended.

 

Notwithstanding investment restriction number 7, the American Global Bond Trust may purchase loan assignments.

 

Investment Restrictions that May be Changed Only Upon 60 Days’ Notice to Shareholders

 

Rule 35d-1 under the 1940 Act requires a registered investment company with a name that suggests that the fund focuses its investments in a particular type of investment or investments in a particular industry to invest at least 80% of its assets in the type of investment suggested by the fund’s name. American Growth Trust, American International Trust, American Growth-Income Trust, American Global Growth Trust, American New World Trust and the American Asset Allocation Trust are not subject to this requirement.

 

Fund Mergers. Immediately prior to a combination or merger of a fund (the “acquired fund”) into another fund, the acquired fund may in certain situations not comply with its investment policies.

 

PORTFOLIO TURNOVER

 

The portfolio turnover of the Master Funds is described in the prospectus for the Master Funds, which is delivered together with the prospectus for the funds.

 

MANAGEMENT OF JHVIT

 

The business of JHVIT, an open-end management investment company, is managed by the Board, including certain Trustees who are not “interested persons” (as defined in the

 

8
 

 

1940 Act) of the funds or the Trust (the “Independent Trustees”). The Trustees elect officers who are responsible for the day-to-day operations of the funds and the Trust’s other series and who execute policies formulated by the Trustees. Several of the Trustees and officers of JHVIT are also officers or Directors of the Advisor, or officers or Directors of the principal distributor to the funds, John Hancock Distributors, LLC (the “Distributor”). Each Trustee oversees all of the Trust’s series and other funds in the John Hancock Fund Complex, (as defined below).

 

The tables below present certain information regarding the Trustees and officers of JHVIT, including their principal occupations which, unless specific dates are shown, are of at least five years’ duration. In addition, the table includes information concerning other directorships held by each Trustee in other registered investment companies or publicly traded companies. Information is listed separately for each Trustee who is an “interested person” (as defined in the 1940 Act) of JHVIT (the “Non-Independent Trustee”) and the Independent Trustees. As of April 1, 2015, the John Hancock Fund Complex consisted of 222 funds (including separate series of series mutual funds): John Hancock Collateral Trust (“JHCT”) (1 fund); John Hancock Variable Insurance Trust (“JHVIT”) (79 funds); John Hancock Funds II (“JHF II”) (97 funds); John Hancock Funds III (“JHF III”) (10 funds); and 35 other John Hancock funds consisting of 25 series of other John Hancock trusts and 10 closed-end funds. Each Trustee, other than James R. Boyle, was most recently elected to serve on the Board at a shareholder meeting held on November 7, 2012. The Board appointed Mr. Boyle to serve as a Non-Independent Trustee on March 10, 2015. The address of each Trustee and officer of the Trust is 601 Congress Street, Boston, Massachusetts 02210.

 

Independent Trustees

 

Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupation(s) and
other Directorships During Past
5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee

Charles L. Bardelis

(1941)

Trustee

(since 1988)

Director, Island Commuter Corp. (marine transport).

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds(2) (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust (since 1988); Trustee, John Hancock Funds II (since 2005).

222

 

9
 

 

Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupation(s) and
other Directorships During Past
5 Years
Number of
John
Hancock
Funds
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 (since 2004); Director, Symetra Financial Corporation (since 2010); Director, PMA Capital Corporation (2004-2010).

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005).

 

222

 

10
 

 

Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupation(s) and
other Directorships During Past
5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee

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; Chairman (since 2009) and Director (since 2006), Lincoln National Corporation (insurance); Director, Southwest Airlines (since 2000); former Director, Introgen (manufacturer of biopharmaceuticals) (until 2008); former Director, Hicks Acquisition Company I, Inc. (until 2007); former Director, Texas Exchange Bank, SSB (formerly Bank of Crowley) (until 2009); former Advisory Director, JPMorgan Chase Bank (formerly Texas Commerce Bank–Austin) (until 2009);former Director, LIN Television (2009-2014).

 

Trustee, John Hancock retail funds (2) (since 1986); Trustee, John Hancock Variable Insurance Trust (since 2012); Trustee, John Hancock Funds II (2005-2006 and since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222

 

11
 

 

Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupation(s) and
other Directorships During Past
5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee

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, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2008).

 

222

Theron S. Hoffman

(1947)

Trustee

(since 2008)

Chief Executive Officer, T. Hoffman Associates, LLC (consulting firm) (since 2003); Director, The Todd Organization ( consulting firm) (2003–2010); President, Westport Resources Management (investment management consulting firm) (2006–2008); Senior Managing Director, Partner, and Operating Head, Putnam Investments (2000–2003); Executive Vice President, The Thomson Corp. (financial and legal information publishing) (1997–2000) .

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2008).

 

222

 

12
 

 


Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupation(s) and
other Directorships During Past
5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee

Deborah C. Jackson

(1952)

Trustee

(since 2012)

President, Cambridge College, Cambridge, Massachusetts (since 2011); 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 American Student Assistance Corporation (1996–2009); Board of Directors of Boston Stock Exchange (2002–2008); Board of Directors of Harvard Pilgrim Healthcare (health benefits company) (2007–2011).

 

Trustee, John Hancock retail funds (2) (since 2008); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222

 

13
 

 


Name
(Year of
Birth)
Position
with
JHVIT (1)
Principal Occupation(s) and other
Directorships During Past 5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee

Hassell H. McClellan

(1945)

Trustee

(since 2005)

Trustee, Virtus Variable Insurance Trust (formerly Phoenix Edge Series Funds) (since 2008); Director, The Barnes Group (since 2010); Associate Professor, The Wallace E. Carroll School of Management, Boston College (retired 2013).

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (2) (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005).

222

James M. Oates

(1946)

Trustee

(since 2004)

 

Chairman
(since 2005)

Managing Director, Wydown Group (financial consulting firm) (since 1994); Chairman and Director, Emerson Investment Management, Inc. (since 2000); Independent Chairman, Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services company) (1997–2011); Director, Stifel Financial (since 1996); Director, Investor Financial Services Corporation (1995–2007); Director, Connecticut River Bancorp (1998-2014); Director, Virtus Funds (formerly Phoenix Mutual Funds) (since 1988).

 

Trustee and Chairperson of the Board, John Hancock Collateral Trust (since 2015); Trustee and Chairperson of the Board, John Hancock retail funds (2) (since 2012); Trustee (2005-2006 and since 2012) and Chairperson of the Board (since 2012), John Hancock Funds III; Trustee (since 2004) and Chairperson of the Board (since 2005), John Hancock Variable Insurance Trust; Trustee and Chairperson of the Board, John Hancock Funds II (since 2005).

222

 

14
 

 

Name
(Year of
Birth)
Position
with
JHVIT (1)
Principal Occupation(s) and other
Directorships During Past 5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee

Steven R. Pruchansky

(1944)

Trustee and Vice Chairman

(since 2012)

Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); 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 (since 2014); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991).

 

Trustee (since 1992) and Chairperson of the Board (2011-2012), John Hancock retail funds (2) ; Trustee and Vice Chairperson of the Board, John Hancock retail funds, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, and Vice Chairperson of the Board, John Hancock Collateral Trust (since 2015).

 

222

 

15
 

 

Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupation(s) and other
Directorships During Past 5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee

Gregory A Russo

(1949)

Trustee

(since 2012)

Director and Audit Committee Chairman (since 2012), and Member, Audit Committee and Finance Committee (since 2011), NCH Healthcare System, Inc. (holding company for multi-entity healthcare system); Chairman (since 2014) and Director and Member (since 2012) of Finance Committee, The Moorings, Inc. (nonprofit continuing care community); Vice Chairman, Risk & Regulatory Matters, KPMG LLP (KPMG) (2002–2006); Vice Chairman, Industrial Markets, KPMG (1998–2002); Chairman and Treasurer, Westchester County, New York, Chamber of Commerce (1986–1992); Director, Treasurer and Chairman of Audit and Finance Committees, Putnam Hospital Center (1989–1995); Director and Chairman of Fundraising Campaign, United Way of Westchester and Putnam Counties, New York (1990–1995).

 

Trustee, John Hancock retail funds (2) (since 2008); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222

 

 

(1) Because JHVIT does not hold regular annual shareholders meetings, each Trustee holds office for an indefinite term until his or her successor is duly elected and qualified or until he/she dies, retires, resigns, is removed or becomes disqualified.

(2) “John Hancock retail funds” is comprised of John Hancock Funds III and 35 other John Hancock funds consisting of 25 series of other John Hancock trusts and 10 closed-end funds.

 

16
 

 

Non-Independent Trustees

 

Name
(Year of Birth)
Position with
JHVIT (1)
Principal Occupation(s) and other
Directorships During Past 5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee

James R. Boyle (2)

(1959)

 

Trustee

(since 2015)

Chairman, HealthFleet, Inc., (healthcare) (since 2014); Executive Vice President and Chief Executive Officer, U.S. Life Insurance Division of Genworth Financial, Inc. (insurance) (January 2014-July 2014); Senior Executive Vice President, Manulife Financial, president and Chief Executive Officer, John Hancock (1999-2012); Chairman and Director, John Hancock Advisers, LLC, John Hancock Funds, LLC, John Hancock Funds, LLC, and John Hancock Investment Management Services, LLC (2005-2010).

 

Trustee, John Hancock Collateral Trust (since 2015); Trustee, John Hancock retail funds (3) (2005–2010; 2012-2014 and since 2015); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (2005-2014 and since 2015).

 

222

 

17
 

 

Name
(Year of Birth)
Position with
JHVIT (1)
Principal Occupation(s) and other
Directorships During Past 5 Years
Number of
John
Hancock
Funds
Overseen by
Trustee
Craig Bromley (2)
(1966)

Trustee

(since 2012)

President, John Hancock Financial Services (since 2012); Senior Executive Vice President and General Manager, U. S. Division, Manulife Financial Corporation (since 2012); President and Chief Executive Officer, Manulife Insurance Company (Manulife (Japan)) (2005-2012, including prior positions).

 

Trustee, John Hancock retail funds (3) , John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222
Warren A. Thomson (2)
(1955)

Trustee

(since 2012)

Senior Executive Vice President and Chief Investment Officer, Senior Executive Vice President and Chief Investment Officer, Manulife Financial Corporation and The Manufacturers Life Insurance Company (since 2009); Chairman, Manulife Asset Management (since 2001, including prior positions); Director and Chairman, Manulife Asset Management Limited (since 2006); Director and Chairman, Hancock Natural Resources Group, Inc. (since 2013).

 

Trustee, John Hancock retail funds (3) , John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust (since 2015).

 

222

 

18
 

 

 

(1) Because JHVIT does not hold regular annual shareholders meetings, each Trustee holds office for an indefinite term until his or her successor is duly elected and qualified or until he dies, retires, resigns, is removed or becomes disqualified.

 

(2) The Trustee is a Non-Independent Trustee due to current or former positions with the Advisor and certain of its affiliates.

 

(3) “John Hancock retail funds” is comprised of John Hancock Funds III and 35 other John Hancock funds consisting of 25 series of other John Hancock trusts and 10 closed-end funds.

 

Principal Officers who are not Trustees

 

Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupations During Past 5 Years

Andrew G. Arnott

(1971)

 

President

(since 2014)

Senior Vice President, John Hancock Financial Services (since 2009); Director and Executive Vice President, John Hancock Advisers, LLC (since 2005, including prior positions); Director and Executive Vice President, John Hancock Investment Management Services, LLC (since 2006, including prior positions); President, John Hancock Funds, LLC (since 2004, including prior positions); President, John Hancock retail funds (2) , John Hancock Variable Insurance Trust and John Hancock Funds II (since 2007, including prior positions); President, John Hancock Collateral Trust (since 2015).

 

 

19
 

 

Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupations During Past 5 Years
John J. Danello
(1955)

Senior Vice President (since 2006, including prior positions); and Secretary and Chief Legal Officer (since 2014).

 

Vice President and Chief Counsel, John Hancock Wealth Management (since 2005); Senior Vice President (since 2007) and Chief Legal Counsel (2007-2010), John Hancock Funds, LLC and The Berkeley Financial Group, LLC; Senior Vice President (since 2006, including prior positions) and Chief Legal Officer and Secretary (since 2014), John Hancock retail funds (2) and John Hancock Variable Insurance Trust; Senior Vice President, Chief Legal Officer and Secretary (since 2015), John Hancock Collateral Trust; Vice President, John Hancock Life & Health Insurance Company (since 2009); Vice President, John Hancock Life Insurance Company (USA) and John Hancock Life Insurance Company of New York (since 2010); and Senior Vice President, Secretary, and Chief Legal Counsel (2007-2014, including prior positions) of John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC.

 

Francis V. Knox, Jr.

(1947)

Chief Compliance Officer (“CCO”)

(since 2005)

 

Vice President, John Hancock Financial Services (since 2005); Chief Compliance Officer, John Hancock retail funds (2) , John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Advisers, LLC, and John Hancock Investment Management Services, LLC (since 2005); Chief Compliance Officer, John Hancock Collateral Trust (since 2015).

 

Charles A. Rizzo

(1959)

Chief Financial Officer

(since 2007)

 

Vice President, John Hancock Financial Services (since 2008); Senior Vice President, John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC (since 2008); Chief Financial Officer, John Hancock retail funds (2) , John Hancock Variable Insurance Trust and John Hancock Funds II (since 2007); Chief Financial Officer, John Hancock Collateral Trust (since 2015).

 

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Name
(Year of Birth)
Position
with
JHVIT (1)
Principal Occupations During Past 5 Years

Salvatore Schiavone

(1965)

Treasurer

(since 2012)

Assistant Vice President, John Hancock Financial Services (since 2007); Vice President, John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC (since 2007); Treasurer, John Hancock retail funds (2) (since 2007, including prior positions); Treasurer, John Hancock Variable Insurance Trust and John Hancock Funds II (2007–2009 and since 2010, including prior positions); Treasurer, John Hancock Collateral Trust (since 2015).

 

(1) Each officer holds office for an indefinite period of time until his or her successor is duly elected and qualified or until he or she dies, retires, resigns, is removed or becomes disqualified.

 

(2) “John Hancock retail funds” is comprised of John Hancock Funds III and 35 other John Hancock funds consisting of 25 series of other John Hancock trusts and 10 closed-end funds.

 

Additional Information About the Trustees

 

In addition to the description of each Trustee’s Principal Occupation(s) and Other Directorships set forth above, the following provides further information about each Trustee’s specific experience, qualifications, attributes or skills. The information in this section should not be understood to mean that any of the Trustees is an “expert” within the meaning of the federal securities laws.

 

There are no specific required qualifications for Board membership. The Board believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each Trustee represent a diversity of experiences and a variety of complementary skills. Each Trustee has experience as a Trustee of the Trust, as well as experience as a Trustee of other John Hancock funds. It is the Trustees’ belief that this allows the Board, as a whole, to oversee the business of the funds 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 annual self-evaluation, the Board reviews the mix of skills and other relevant experiences of the Trustees.

 

Charles L. Bardelis – As a director and former chief executive of an operating company, Mr. Bardelis has experience with a variety of financial, staffing, regulatory and operational issues. He also has experience as a director of publicly traded companies.

 

James R. Boyle — Through his former positions as chairman and director of the Advisor, position as a senior executive of MFC, the Advisor’s parent company, and positions with other affiliates of the Advisor, Mr. Boyle has experience in the

 

21
 

 

development and management of registered investment companies, variable annuities and retirement products, enabling him to provide management input to the Board. He also has experience as a senior executive of healthcare and insurance companies.

 

Craig Bromley – Through his positions as President and Chief Executive Officer of Manulife Life Insurance Company (Manulife Japan), positions as a senior executive of Manulife Financial, the Advisor’s parent company, and positions with other affiliates of the Advisor, Mr. Bromley has experience as a strategic business builder, expanding product offerings and distribution, enabling him to provide valuable management input to the Board.

 

Peter S. Burgess – As a financial consultant and certified public accountant, and a 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 — As a consultant to nonprofit and corporate boards, and as a former director and executive of an investment management firm, Ms. Fey has experience in the investment management industry. She also has experience as a director of an operating company.

 

Theron S. Hoffman – As a consultant and as a former senior executive and director of several large public and private companies, including a global reinsurance company and a large investment management firm, Mr. Hoffman has extensive experience in corporate governance, business operations and new product development. In addition, his prior service as chair of corporate pension trusts has given him experience in the oversight of investment managers.

 

Deborah C. Jackson – Ms. Jackson has management and operational oversight experience as the president of a college and as the former chief executive officer of a major charitable organization. She also has oversight and corporate governance experience as a current and former director of various corporate organizations, including a bank, an insurance company, a regional stock exchange and nonprofit entities.

 

Hassell H. McClellan – As a professor in the graduate management department of a major university 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.

 

James M. Oates – As a senior officer and director of investment management companies, Mr. Oates has experience in investment management. Mr. Oates previously served as chief executive officer of two banks. He also has experience as a director of publicly traded companies and investment companies not affiliated with the funds.

 

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Steven R. Pruchansky – Mr. Pruchansky has entrepreneurial, executive and financial experience as a chief executive officer of an operating services company and a current and former director of real estate and banking companies.

 

Gregory A. Russo – As a certified public accountant and former partner in a major independent registered public accounting firm, Mr. Russo has accounting and executive experience. He also has experience as a current and former director of various operating entities.

 

Warren A. Thomson – Through his positions as Chairman of Manulife Asset Management and Chief Investment Officer of MFC, the Advisor’s parent company, Mr. Thomson has experience in the management of investments, registered investment companies, variable annuities and retirement products, enabling him to provide management input to the Board.

 

Duties of Trustees; Committee Structure

 

The Trust is organized as a Massachusetts business trust. Under the Declaration of Trust, the Trustees are responsible for managing the affairs of the Trust, including the appointment of advisers and subadvisors. Each Trustee has the experience, skills, attributes or qualifications described above (see “Principal Occupation(s) and Other Directorships” and “Additional Information About the Trustees” above). The Board appoints officers who assist in managing the day-to-day affairs of the Trust. The Board met six times during the latest fiscal year.

 

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 has also designated a Vice Chairperson to serve in the absence of the Chairperson. Except for any duties specified in this SAI or pursuant to the Trust’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 Chairman to be integral to promoting effective independent oversight of the funds’ operations and meaningful representation of the shareholders’ interests, given the particular circumstances of the Trust. The Board also

 

23
 

 

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 Messrs. Bromley and Thomson as senior executives of MFC, the parent company of the Advisor and the Distributor, 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 the Trust.

 

Board Committees

 

The Board has established an Audit Committee; Compliance Committee; Contracts, Legal & Risk Committee; Nominating and Governance Committee; and an Investment 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. Bardelis, Burgess and Hoffman). Mr. Burgess serves as Chairperson of this Committee. This Committee met four times during the Trust’s last fiscal year to review the internal and external accounting and auditing procedures of the Trust and, among other things, to consider the selection of an independent registered public accounting firm for the Trust, approve all significant services proposed to be performed by its independent registered public accounting firm and to consider the possible effect of such services on its independence.

 

Compliance Committee . The Board also has a standing Compliance Committee (Ms. Jackson and Messrs. Cunningham and McClellan). This Committee reviews and makes recommendations to the full Board regarding certain compliance matters relating to the Trust. Mr. McClellan serves as Chairperson of this Committee. This Committee met four times during the last fiscal year.

 

Contracts, Legal & Risk Committee . The Board also has a standing Contracts, Legal & Risk Committee (Ms. Fey and Messrs. Pruchansky and Russo). This Committee oversees the initiation, operation, and renewal of 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 affairs of the fund, as well any significant regulatory and legislative actions or proposals affecting or relating to the fund or its serve providers. The Committee also assists the Board in its oversight role with respect to the processes pursuant to which the Advisor and the subadvisor identify, manage and report the various risks that affect or could affect the fund. Mr. Russo serves as Chairperson of this Committee. This Committee met once during the last fiscal year.

 

24
 

 

Nominating and Governance Committee. The Board also has a Nominating and Governance Committee composed of all of the Independent Trustees. This Committee met three times during the last fiscal year. This Committee will consider nominees recommended by Trust shareholders. Nominations should be forwarded to the attention of the Secretary of the Trust at 601 Congress Street, Boston, Massachusetts 02210. 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.

 

Investment Committee . The Board also has an Investment Committee composed of all of the Trustees. The Investment Committee has five subcommittees with the Trustees divided among the five subcommittees (each an “Investment Sub-Committee”). Each Investment Sub-Committee reviews investment matters relating to a particular group of funds and coordinates with the full Board regarding investment matters. Mses. Fey and Jackson and Messrs. Hoffman, Bardelis and Cunningham serve as Chairpersons of the Investment Sub-Committees. The Investment Committee met five times during the last fiscal year.

 

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’ Chief Compliance Officer (“CCO”) and other service providers to the funds. The Advisor has primary responsibility for the funds’ risk management on a day-to-day basis as a part of its overall responsibilities. The funds’ subadvisors, subject to oversight of the Advisor, are primarily responsible for managing investment and financial risks as a part of their day-to-day investment responsibilities, as well as operational and compliance risks at their respective firms. 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

 

25
 

 

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 five 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 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 fund’s advisor on a periodic basis regarding the risks facing the fund, 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,

 

26
 

 

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.

 

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

 

Trustees are reimbursed for travel and other out-of-pocket expenses. Each Independent Trustee and Mr. Boyle receives in the aggregate from the Trusts and the other open-end funds in the John Hancock Funds Complex an annual retainer of $210,000, a fee of $17,000 for each regular meeting of the Trustees that he or she attends in person and a fee of $2,500 for each special meeting of the Trustees that he or she attends in person. The Chairperson of the Board receives an additional retainer of $160,000. The Vice Chairperson of the Board receives an additional retainer of $12,000. 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 provides information regarding the compensation paid by JHVIT and the other investment companies in the John Hancock Fund Complex to the Independent Trustees for their services during JHVIT’s fiscal year ended December 31, 2014.

 

27
 

 

Compensation Table (1)

 

TRUSTEE TOTAL
COMPENSATION
FROM JHVIT

TOTAL COMPENSATION FROM JHVIT

AND THE JOHN HANCOCK FUND
COMPLEX (2)

Independent Trustees    
Charles L. Bardelis $ 98,150   $345,000
Peter S. Burgess $104,850   $365,000
William H. Cunningham $98,150   $345,000
Grace K. Fey $98,150   $345,000
Deborah C. Jackson $98,150   $345,000
Theron S. Hoffman $98,150   $345,000
Hassell H. McClellan $104,850   $365,000
James M. Oates $146,550   $485,000
Steven R. Pruchansky $98,150   $345,000
Gregory A. Russo $104,850   $365,000
Interested Trustees      
James R. Boyle (3)      
Craig Bromley      
Warren A. Thomson      

 

(1) Compensation received for services as a Trustee for the fiscal year ended December 31, 2014. None of the John Hancock Trusts has a pension or retirement plan for any of its Trustees or officers. With respect to Messrs. Cunningham and Pruchansky, the John Hancock Fund Complex compensation for this period included fees deferred under the John Hancock Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, which was terminated in November 2012, Messrs. Cunningham and Pruchansky had elected to have their deferred fees invested in shares of one or more funds in the John Hancock Fund Complex, with the amounts ultimately payable to them to be determined based upon the performance of such investments. Deferral of Trustees’ fees did not obligate the John Hancock funds to retain the services of either such Trustee or obligate such funds to pay any particular level of compensation to the Trustee. Under these circumstances, neither such Trustee was the legal owner of the underlying shares, but did realize any positive or negative return on those shares to the same extent as all other shareholders. As a result of the termination of the Deferred Compensation Plan, the amounts remaining in the Plan for these Trustees were paid in full in February 2014.

 

(2) There were approximately 222 series in the John Hancock Fund Complex as of December 31, 2014.

 

(3) Mr. Boyle joined the Board effective as of March 10, 2015.

 

28
 

 

Trustee Ownership of Funds

 

The table below lists the amount of securities of each JHVIT 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, beneficially owned by each Trustee as of December 31, 2014 (excluding those funds that had not yet commenced operations as of December 31, 2014). For purposes of this table, beneficial ownership is defined to mean a direct or indirect pecuniary interest. Trustees may own shares beneficially through group annuity contracts. Exact dollar amounts of securities held are not listed in the table. Rather, the ranges are identified according to the following key:

 

A — $0

B — $1 up to and including $10,000

C — $10,001 up to and including $50,000

D — $50,001 up to and including $100,000

E — $100,001 or more

 

 

 

FUNDS* 500 Index Trust B All Cap Core Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis B B E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman A A E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

29
 

 

FUNDS* American Growth-Income
Trust
American Growth Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman E D E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

FUNDS* Bond Trust Capital Appreciation Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A B E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman D A E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

30
 

 

FUNDS* Capital Appreciation Value
Trust
Core Strategy Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman A A E
Hassell H. McClellan A A E
James M. Oates E E E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A E E

 

FUNDS* Financial Industries
Trust
American Global Growth
Trust
Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman A C E
Hassell H. McClellan C A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

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FUNDS* Global Trust Lifestyle Aggressive MVP Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A E E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman D A E
Hassell H. McClellan C C E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

FUNDS* Lifestyle Balanced
MVP
Lifestyle Conservative MVP Entire
Complex
Independent Trustees A A E
Charles L. Bardelis B B E
Peter S. Burgess D A E
William H. Cunningham A A E
Grace K. Fey D A E
Deborah C. Jackson A A E
Theron S. Hoffman A A E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle D E E
Craig Bromley A A E
Warren A. Thomson A A E

 

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FUNDS* Lifestyle Growth MVP Lifestyle Growth PS Series Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman A A E
Hassell H. McClellan A A E
James M. Oates A E E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle E E E
Craig Bromley A A E
Warren A. Thomson A A E

 

FUNDS* Mid Cap Stock Trust Mutual Share Trust Entire
Complex
Independent Trustees A A E
Charles L. Bardelis A A E
Peter S. Burgess A A E
William H. Cunningham A A E
Grace K. Fey A A E
Deborah C. Jackson A A E
Theron S. Hoffman C E E
Hassell H. McClellan A A E
James M. Oates A A E
Steven R. Pruchansky A A E
Gregory A. Russo A A E
Independent Trustees      
James R. Boyle A A E
Craig Bromley A A E
Warren A. Thomson A A E

 

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FUNDS* Science & Technology
Trust
Small Company Value
Trust
Value Trust Entire
Complex
Independent Trustees A A A E
Charles L. Bardelis B A A E
Peter S. Burgess A A A E
William H. Cunningham A A A E
Grace K. Fey A A A E
Deborah C. Jackson A A A E
Theron S. Hoffman A A C E
Hassell H. McClellan A C A E
James M. Oates A A A E
Steven R. Pruchansky A A A E
Gregory A. Russo A A A E
Independent Trustees       E
James R. Boyle A A A E
Craig Bromley A A A E
Warren A. Thomson A A A E

 

 

* Only funds owned by a Trustee are listed.

 

INVESTMENT MANAGEMENT ARRANGEMENTS

 

The funds are feeder funds and, as such, do not have an investment adviser. Portfolio management does not occur at the JHVIT Feeder Fund level, but at the Master Fund level. Capital Research and Management Company (“CRMC”) serves as each Master Fund’s investment adviser. For information regarding CRMC, see the Master Fund’s SAI, which is delivered together with this SAI.

 

SERVICE AGREEMENT

 

Pursuant to a Service Agreement dated June 27, 2008, JHIMS provides JHVIT certain financial, accounting and administrative services such as legal services, tax, accounting, valuation, financial reporting and performance, compliance and service provider oversight as well as services related to the office of CCO. For the three years ended December 31, 2014, the funds paid JHIMS the following amounts under the Service Agreement.

 

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Fund 2014 2013 2012
American Asset Allocation Trust $211,109 $216,812 $216,655
American Global Growth Trust $31,303 $29,562 $22,161
American Growth Trust $129,806 $140,208 $149,037
American Growth-Income Trust $157,546 $167,989 $144,628
American International Trust $78,307 $87,041 $92,556
American New World Trust $9,289 $9,767 $10,130

 

DISTRIBUTOR; RULE 12B-1 PLANS OF THE FUNDS

 

John Hancock Distributors, LLC, located at 601 Congress Street, Boston, Massachusetts 02210, is the distributor and principal underwriter of JHVIT and distributes shares of JHVIT on a continuous basis. Other than the Rule 12b-1 payments described below, the Distributor does not receive compensation from JHVIT.

 

The Board has approved Rule 12b-1 Plans (the “Plans”) for Series I, Series II, and Series III of each fund. The purpose of each Plan is to encourage the growth and retention of assets of the class of shares of each fund subject to the Plan.

 

Each fund invests in Class 1 shares of its corresponding Master Fund, which does not pay a Rule 12b-1 fee.

 

Payments made on the Series I, Series II and Series III Rule 12b-1 Plans for the year ended December 31, 2014 are as follows:

 

SERIES I SHARES  
FUND DISTRIBUTION PAYMENT
American Asset Allocation Trust $1,330,409
American Global Growth Trust $36,756
American Growth Trust $685,939
American Growth-Income Trust $1,598,520
American International Trust $548,288
American New World Trust $94,547

 

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SERIES II SHARES  
FUND DISTRIBUTION PAYMENT
American Asset Allocation Trust $10,314,202
American Global Growth Trust $1,546,124
American Growth Trust $6,433,135
American Growth-Income Trust $5,855,127
American International Trust $3,829,249
American New World Trust $450,181

 

SERIES III SHARES  
FUND DISTRIBUTION PAYMENT
American Asset Allocation Trust $414,148
American Global Growth Trust $79,858
American Growth Trust $280,195
American Growth-Income Trust $666,766
American International Trust $131,765
American New World Trust $5,026

 

PORTFOLIO BROKERAGE

 

As each fund invests solely in its corresponding Master Fund, none of the funds incurs any brokerage commissions. For information regarding portfolio brokerage of each Master Fund, see the Master Funds’ SAI, which is delivered together with this SAI.

 

PURCHASE AND REDEMPTION OF SHARES

 

JHVIT will redeem all full and fractional fund shares for cash at net asset value per share (“NAV”). Payment for shares redeemed will generally be made within seven days after receipt of a proper notice of redemption. However, JHVIT may suspend the right of redemption or postpone the date of payment beyond seven days during any period when:

 

o trading on the New York Stock Exchange is restricted, as determined by the SEC, or such exchange is closed for other than weekends and holidays;

 

o an emergency exists, as determined by the SEC, as a result of which disposal by JHVIT of securities owned by it is not reasonably practicable or it is not reasonably practicable for JHVIT to fairly determine the value of its net assets; or

 

o the SEC by order so permits for the protection of security holders of JHVIT.

 

Special Redemptions. Although it would not normally do so, a fund has the right to pay the redemption price of shares of the fund in whole or in part in portfolio securities, in accordance with policies and procedures approved by the Trustees. When a shareholder

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sells any portfolio securities received in a redemption of fund shares, the shareholder will incur a brokerage charge. Any such securities would be valued for the purposes of fulfilling such a redemption request in the same manner as they are in computing the fund’s NAV.

 

JHVIT has adopted Procedures Regarding Redemptions in Kind by Affiliates (the “Procedures”) to facilitate the efficient and cost effective movement of portfolio assets in connection with certain investment and marketing strategies. It is the position of the SEC that the 1940 Act prohibits an investment company, such as a fund, from satisfying a redemption request from a shareholder that is affiliated with the investment company by means of an in kind distribution of portfolio securities. However, under a no-action letter issued by the SEC, a redemption in kind to an affiliated shareholder is permissible provided certain conditions are met. The Procedures, which are intended to conform to the requirements of this no-action letter, allow for in kind redemptions by affiliated fund shareholders subject to specified conditions, including that:

 

the distribution is effected through a pro rata distribution of the distributing fund’s portfolio securities;

 

the distributed securities are valued in the same manner as they are in computing the fund’s NAV;

 

neither the affiliated shareholder nor any other party with the ability and the pecuniary incentive to influence the redemption in kind may select or influence the selection of the distributed securities; and

 

the Trustees of JHVIT, including a majority of the Independent Trustees, must determine on a quarterly basis that any redemptions in kind to affiliated shareholders made during the prior quarter were effected in accordance with the Procedures, did not favor the affiliated shareholder to the detriment of any other shareholder and were in the best interests of the fund.

 

DETERMINATION OF NAV OF THE MASTER FUND

 

Each JHVIT Feeder Fund’s NAV will be based on the NAV of the corresponding Master Fund, adjusted to reflect the JHVIT Feeder Fund’s other assets, if any, and expenses.

 

For information regarding the determination of NAV of a Master Fund, see the Master Fund SAI, which is delivered together with this SAI.

 

POLICY REGARDING DISCLOSURE OF PORTFOLIO HOLDINGS

 

Each JHVIT Feeder Fund invests solely in shares of its corresponding AFIS Master Fund. The Master Funds’ investment adviser, on behalf of the Master Funds, has adopted policies and procedures with respect to the disclosure of information about the Master Funds’ portfolio securities. These policies and procedures have been reviewed by the Master Funds’ board of trustees, and that board periodically assesses compliance with

 

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these policies and procedures in connection with reporting from the Master Funds’ Chief Compliance Officer. A description of these policies and procedures is included in the statement of additional information for the Master Funds, under the heading “Disclosure of portfolio holdings.”

 

SHAREHOLDERS OF JHVIT

 

JHVIT currently serves as the underlying investment medium for premiums and purchase payments invested in variable contracts issued by insurance companies affiliated with MFC, the ultimate controlling parent of JHIMS.

 

Control Persons. As of March 31, 2015, no one was considered a control person of any of the funds. A control person is one who has beneficial ownership of more than 25% of the voting securities of a fund or who acknowledges or asserts having or is adjudicated to have control of a fund. As of March 31, 2015, shares of JHVIT were legally owned 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 “Insurance Companies”) and the Funds of Funds.

 

The Insurance Companies hold shares principally in their separate accounts. They may also hold shares directly. An Insurance Company may legally own in the aggregate more than 25% of the shares of a fund. For purposes of the 1940 Act, any person who owns “beneficially” more than 25% of the outstanding shares of a fund is presumed to “control” the fund. Shares are generally deemed to be beneficially owned by a person who has the power to vote or dispose of the shares. An Insurance Company has no power to exercise any discretion in voting or disposing of any of the shares that it legally owns, except that it may have the power to dispose of shares that it holds directly. Consequently, an Insurance Company would be presumed to control a fund only if it holds directly for its own account, and has the power to dispose of, more than 25% of the shares of the fund. The Funds of Funds, individually or collectively, may hold more than 25% of the shares of an Underlying Fund.

 

Shareholders. As of March 31, 2015, JHVIT Shareholders are as follows:

 

the Insurance Companies . (Each Insurance Company that is a shareholder of JHVIT holds of record in its separate accounts JHVIT shares attributable to variable contracts), and

 

JHVIT may be used for other purposes in the future, such as funding annuity contracts issued by other insurance companies. JHVIT shares are not offered directly to, and may not be purchased directly by, members of the public. The paragraph below lists the entities that are eligible to be shareholders of JHVIT.

 

Entities Eligible to Be Shareholders of JHVIT. In order to reflect the conditions of Section 817(h) and other provisions of the Internal Revenue Code of 1986, as amended

 

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(the “Code”), and regulations thereunder, shares of JHVIT may be purchased only by the following eligible shareholders:

 

separate accounts of the Insurance Companies and other insurance companies;

 

the Insurance Companies and certain of their affiliates; and

 

any trustee of a qualified pension or retirement plan.

 

Voting of Shares by the Insurance Companies and JHVIT. The Insurance Companies have the right to vote upon matters that may be voted upon at any JHVIT Shareholders’ meeting. These companies will vote all shares of the funds issued to them in proportion to the timely voting instructions received from owners of variable contracts participating in the separate accounts of such companies that are registered under the 1940 Act (“Contract Owner Instructions”). The effect of proportional voting is that a small number of contract owners can determine the outcome of the voting. In addition, JHVIT will vote all shares of a fund held by a JHVIT fund of funds in proportion to the votes of the other shareholders of such fund.

 

Mixed and Shared Funding. Shares of JHVIT may be sold to JHVIT Shareholders described above. JHVIT currently does not foresee any disadvantages to any JHVIT Shareholders arising from the fact that the interests of those investors may differ. Nevertheless, the Board will monitor events in order to identify any material irreconcilable conflicts which may possibly arise due to differences of tax treatment or other considerations and to determine what action, if any, should be taken in response thereto. Such an action could include the withdrawal of a JHVIT Shareholder from investing in JHVIT or a particular fund.

 

Principal Holders. Principal holders are those who own of record or are known by JHVIT to own beneficially 5% or more of a series of a fund’s outstanding shares.

 

As of March 31, 2015, the Insurance Companies owned of record all of the outstanding Series I, II and III shares of JHVIT funds.

 

Trustees and officers of JHVIT, in the aggregate, own or have the right to provide voting instructions for less than 1% of the outstanding shares of the JHVIT Feeder Funds.

 

HISTORY OF JHVIT

 

JHVIT Name Change. From January 1, 2005 to May 2, 2011, the name of JHVIT was John Hancock Trust. From October 1, 1997 to January 1, 2005, the name of JHVIT was Manufacturers Investment Trust. Prior to October 1, 1997, the name of JHVIT was NASL Series Trust.

 

Organization of JHVIT. JHVIT was originally organized on August 3, 1984 as “NASL Series Fund, Inc.” (the “NASL Fund”), a Maryland corporation. Effective December 31, 1988, the NASL Fund was reorganized as a Massachusetts business trust. Pursuant to

 

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such reorganization, JHVIT assumed all the assets and liabilities of the NASL Fund and carried on its business and operations with the same investment management arrangements as were in effect for the NASL Fund at the time of the reorganization. The assets and liabilities of each of the NASL Fund’s separate series were assumed by the corresponding series of JHVIT.

 

ORGANIZATION OF JHVIT

 

Classification . JHVIT is a no-load, open-end management investment company registered with the SEC under the 1940 Act. Each of the funds described in this SAI is diversified for purposes of the 1940 Act.

 

Powers of the Trustees of JHVIT . Under Massachusetts law and JHVIT’s Declaration of Trust and By-Laws, the management of the business and affairs of JHVIT is the responsibility of its Trustees.

 

The Declaration of Trust authorizes the Trustees of JHVIT without shareholder approval to do the following:

 

Issue an unlimited number of full and fractional shares of beneficial interest having a par value of $.01 per share;

 

Divide such shares into an unlimited number of series of shares and to designate the relative rights and preferences thereof;

 

Issue additional series of shares or separate classes of existing series of shares;

 

Approve mergers of series (to the extent consistent with applicable laws and regulations); and

 

Designate a class of shares of a series as a separate series.

 

Shares of JHVIT . The shares of each fund, when issued and paid for, will be fully paid and non-assessable and will have no preemptive or conversion rights. Shares of each fund have equal rights with regard to redemptions, dividends, distributions and liquidations with respect to that fund. Holders of shares of any fund are entitled to redeem their shares as set forth under “Purchase and Redemption of Shares.”

 

Each issued and outstanding share is entitled to participate equally in dividends and distributions declared by the respective fund and upon liquidation in the net assets of such fund remaining after satisfaction of outstanding liabilities. For these purposes and for purposes of determining the sale and redemption prices of shares, any assets that are not clearly allocable to a particular fund will be allocated in the manner determined by the Trustees. Accrued liabilities that are not clearly allocable to one or more funds will also be allocated among the funds in the manner determined by the Trustees.

 

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Shareholder Voting . Shareholders of each fund of JHVIT are entitled to one vote for each full share held (and fractional votes for fractional shares held) irrespective of the relative net asset values of the shares of the fund. All shares entitled to vote are voted by series. However, when voting for the election of Trustees and when otherwise permitted by the 1940 Act, shares are voted in the aggregate and not by series. Only shares of a particular fund are entitled to vote on matters determined by the Trustees to affect only the interests of that fund. Pursuant to the 1940 Act and the rules and regulations thereunder, certain matters approved by a vote of a majority of all the shareholders of JHVIT may not be binding on a fund whose shareholders have not approved such matter. There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until less than a majority of the Trustees holding office has been elected by shareholders, at which time the Trustees then in office will call a shareholders’ meeting for the election of Trustees. Holders of not less than two-thirds of the outstanding shares of JHVIT may remove a Trustee by a vote cast in person or by proxy at a meeting called for such purpose. Shares of JHVIT do not have cumulative voting rights, which means that the holders of more than 50% of JHVIT’s shares voting for the election of Trustees can elect all of the Trustees if they so choose. In such event, the holders of the remaining shares would not be able to elect any Trustees.

 

Shareholder Liability . Under Massachusetts law, shareholders of JHVIT could, under certain circumstances, be held personally liable for the obligations of JHVIT. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of JHVIT and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Trustees or any officer of JHVIT. The Declaration of Trust also provides for indemnification out of the property of a JHVIT fund for all losses and expenses of any shareholder held personally liable for the obligations of such fund. In addition, the Declaration of Trust provides that JHVIT shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of JHVIT and satisfy any judgment thereon, but only out of the property of the affected fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which a particular fund would be unable to meet its obligations.

 

ADDITIONAL INFORMATION CONCERNING TAXES

 

The following discussion is a general and abbreviated summary of certain additional tax considerations affecting a fund and its shareholders. No attempt is made to present a detailed explanation of all federal, state, local and foreign tax concerns, and the discussions set forth here and in the Prospectus do not constitute tax advice. Investors are urged to consult their own tax advisors with specific questions relating to federal, state, local or foreign taxes.

 

Since the funds’ shareholders are principally: (i) life insurance companies whose separate accounts invest in the funds for purposes of funding variable annuity and variable life insurance contracts and (ii) trustees of qualified pension and retirement plans, no discussion is included herein as to the U.S. federal income tax consequences to the holder

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of a variable annuity or life insurance contract who allocates investments to a fund. For information concerning the U.S. federal income tax consequences to such holders, see the prospectus for such contract. Holders of variable annuity or life insurance contracts should consult their tax advisors about the application of the provisions of the tax law described in this SAI in light of their particular tax situations.

 

JHVIT believes that each fund will qualify as a regulated investment company under Subchapter M of the Code. If any fund does not qualify as a regulated investment company, it will be subject to U.S. federal income tax on its net investment income and net capital gains. As a result of qualifying as a regulated investment company, a fund will not be subject to U.S. federal income tax on its net investment income (i.e., its investment company taxable income, as that term is defined in the Code, determined without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of its net realized long-term capital gain over its net realized short-term capital loss), if any, that it distributes to its shareholders in each taxable year, provided that it distributes to its shareholders at least the sum of 90% of its net investment income and 90% of its net tax-exempt interest income for such taxable year.

 

A fund will be subject to a non-deductible 4% excise tax to the extent that the fund does not distribute by the end of each calendar year: (a) at least 98% of its ordinary income for the calendar year; (b) at least 98.2% of its capital gain net income for the one-year period ending, as a general rule, on October 31 of each year; and (c) 100% of the undistributed ordinary income and capital gain net income from the preceding calendar years (if any). For this purpose, any income or gain retained by a fund that is subject to corporate tax will be considered to have been distributed by year-end. To the extent possible, each fund intends to make sufficient distributions to avoid the application of both corporate income and excise taxes. Under current law, distributions of net investment income and net capital gain are not taxed to a life insurance company to the extent applied to increase the reserves for the company’s variable annuity and life insurance contracts.

 

To qualify as a regulated investment company for income tax purposes, a fund must derive at least 90% of its annual gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in stock, securities and currencies, and net income derived from an interest in a qualified publicly traded partnership.

 

A “qualified publicly traded partnership” is a publicly traded partnership that satisfies certain qualifying income requirements of Code Section 7704. All of the income received by a fund from its investment in a qualified publicly traded partnership will be income satisfying the 90% qualifying income test. A fund investing in publicly traded partnerships might be required to recognize in its taxable year income in excess of its cash distributions from such publicly traded partnerships during that year. Such income, even if not reported to the fund by the publicly traded partnerships until after the end of that year, would nevertheless be subject to the regulated investment company income

 

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distribution requirements and would be taken into account for purposes of the 4% excise tax.

 

Under an Internal Revenue Service (“IRS”) revenue ruling effective after September 30, 2006, income from certain commodities-linked derivatives in which certain funds invest is not considered qualifying income for purposes of the 90% qualifying income test. This ruling limits the extent to which a fund may receive income from such commodity-linked derivatives to a maximum of 10% of its annual gross income. Although the IRS has ruled privately that certain commodity-linked notes are not affected by this revenue ruling, it is unclear what other types of commodity-linked derivatives are affected. Also, the IRS has suspended its practice of issuing private rulings with respect to commodity-linked notes.

 

To qualify as a regulated investment company, a fund must also satisfy certain requirements with respect to the diversification of its assets. A fund must have, at the close of each quarter of the taxable year, at least 50% of the value of its total assets represented by cash, cash items, U.S. government securities, securities of other regulated investment companies, and other securities that, in respect of any one issuer, do not represent more than 5% of the value of the assets of the fund nor more than 10% of the voting securities of that issuer. In addition, at those times not more than 25% of the value of the fund’s assets may be invested in securities (other than United States Government securities or the securities of other regulated investment companies) of any one issuer, or of two or more issuers, which the fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or of one or more qualified publicly traded partnerships.

 

If a fund failed to meet the annual gross income test described above, the fund would nevertheless be considered to have satisfied the test if: (i) (a) such failure was due to reasonable cause and not due to willful neglect and (b) the fund reported the failure pursuant to Treasury Regulations to be adopted, and (ii) the fund pays an excise tax equal to the excess non-qualifying income. If a fund failed to meet the asset diversification test described above with respect to any quarter, the fund would nevertheless be considered to have satisfied the requirements for such quarter if the fund cured such failure within 6 months and either; (i) such failure was de minimus; or (ii) (a) such failure was due to reasonable cause and not due to willful neglect; and (b) the fund reports the failure under Treasury Regulations to be adopted and pays an excise tax.

 

If a fund failed to qualify as a regulated investment company, the fund would incur regular corporate income tax on its taxable income for that year, it would lose its deduction for dividends paid to shareholders, and it would be subject to certain gain recognition and distribution requirements upon requalification. Further distributions of income by the fund to its shareholders would be treated as dividend income, although such dividend income would constitute qualified dividend income subject to reduced federal income tax rates if the shareholder satisfies certain holding period requirements with respect to its shares in the fund. Compliance with the regulated investment company 90% qualifying income test and with the asset diversification requirements is

 

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carefully monitored by the investment adviser and it is intended that the funds will comply with the requirements for qualification as regulated investment companies.

 

Because JHVIT complies with the ownership restrictions of U.S. Treasury Regulations Section 1.817-5(f), IRS Revenue Ruling (“Rev. Rul.”) 81-225, Rev. Rul. 2003-91, and Rev. Rul. 2003-92 (no direct ownership by the public), JHVIT expects each insurance company separate account to be treated as owning (as a separate investment) its proportionate share of each asset of any fund in which it invests for purposes of separate account diversification requirements, provided that the fund qualifies as a regulated investment company. Therefore, each fund intends and expects to meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Code. These requirements generally provide that no more than 55% of the value of the assets of a fund may be represented by any one investment; no more than 70% by any two investments; no more than 80% by any three investments; and no more than 90% by any four investments. For these purposes, all securities of the same issuer are treated as a single investment and each United States government agency or instrumentality is treated as a separate issuer.

 

A fund may make investments that produce income that is not matched by a corresponding cash distribution to the fund, such as investments in pay-in-kind bonds or in obligations such as certain Brady Bonds and zero-coupon securities having original issue discount (i.e., an amount equal to the excess of the stated redemption price of the security at maturity over its issue price), or market discount (i.e., an amount equal to the excess of the stated redemption price at maturity of the security (appropriately adjusted if it also has original issue discount) over its basis immediately after it was acquired) if the fund elects to accrue market discount on a current basis. In addition, income may continue to accrue for federal income tax purposes with respect to a non-performing investment. Any such income would be treated as income earned by a fund and therefore would be subject to the distribution requirements of the Code. Because such income may not be matched by a corresponding cash distribution to a fund, such fund may be required to borrow money or dispose of other securities to be able to make distributions to its investors. In addition, if an election is not made to currently accrue market discount with respect to a market discount bond, all or a portion of any deduction for any interest expense incurred to purchase or hold such bond may be deferred until such bond is sold or otherwise disposed of.

 

Certain of the funds may engage in hedging or derivatives transactions involving foreign currencies, forward contracts, options and futures contracts (including options, futures and forward contracts on foreign currencies) and short sales (see “Hedging and Other Strategic Transactions”). Such transactions will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by a fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income of a fund and defer recognition of certain of the fund’s losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. In addition, these provisions (1) will require a fund to “mark-to-market” certain types of positions in its portfolio (that is, treat them as if they were closed out) and

 

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(2) may cause a fund to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirement and avoid the 4% excise tax. Each fund intends to monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it acquires any option, futures contract, forward contract or hedged investment in order to mitigate the effect of these rules.

 

Funds investing in foreign securities or currencies may be subject to withholding or other taxes to foreign governments. Foreign tax withholding from dividends and interest, if any, is generally imposed at a rate between 10% and 35%. If a fund purchases shares in a “passive foreign investment company” (a “PFIC”), the fund may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its shareholders. Additional charges in the nature of interest may be imposed on the fund in respect of deferred taxes arising from such distributions or gains. If a fund were to invest in a PFIC and elected to treat the PFIC as a “qualified electing fund” under the Code, in lieu of the foregoing requirements, the fund would be required to include in income each year a portion of the ordinary earnings and net capital gain of the qualified electing fund, even if not distributed to the fund. Alternatively, a fund can elect to mark-to-market at the end of each taxable year its shares in a PFIC; in this case, the fund would recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under either election, a fund might be required to recognize during a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirements and would be taken into account for purposes of the 4% excise tax.

 

Additional Tax Considerations. If a fund failed to qualify as a regulated investment company, (i) owners of contracts based on the fund would be treated as owning contracts based solely on shares of the fund (rather than on their proportionate share of the assets of such fund) for purposes of the diversification requirements under Subchapter L of the Code, and as a result might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral, and (ii) the fund would incur regular corporate federal income tax on its taxable income for that year and be subject to certain distribution requirements upon requalification. In addition, if a fund failed to comply with the diversification requirements of the regulations under Subchapter L of the Code, owners of contracts based on the fund might be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above rules is carefully monitored by the investment adviser and it is intended that the funds will comply with these rules as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in a reduction in the return under a fund, since, to comply with the above rules, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the fund’s investment adviser might otherwise believe to be desirable.

 

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Other Information. For more information regarding the tax implications for the purchaser of a variable annuity or life insurance contract who allocates investments to a fund, please refer to the prospectus for the contract.

 

The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations currently in effect. It is not intended to be a complete explanation or a substitute for consultation with individual tax advisors. For the complete provisions, reference should be made to the pertinent Code sections and the Treasury Regulations promulgated thereunder. The Code and Regulations are subject to change, possibly with retroactive effect.

 

LEGAL AND REGULATORY MATTERS

There are no legal proceedings to which the Trusts, the investment advisor or the principal underwriter is a party that are likely to have a material adverse effect on the Funds or the ability of either the investment advisor or the principal underwriter to perform its contract with the funds.

 

On June 25, 2007, the Advisor and three of its affiliates including the Distributor (collectively, the “John Hancock Affiliates”) reached a settlement with the SEC that resolved an investigation of certain practices relating to the John Hancock Affiliates’ variable annuity and mutual fund operations involving directed brokerage and revenue sharing. Under the terms of the settlement, each John Hancock Affiliate was censured and agreed to pay a $500,000 civil penalty to the United States Treasury. In addition, the Advisor and one of the John Hancock Affiliates agreed to pay disgorgement of $14,838,943 and prejudgment interest of $2,001,999 to the John Hancock Variable Insurance Trust funds that participated in the Advisor’s commission recapture program during the period from 2000 to April 2004. The Distributor and another John Hancock Affiliate agreed to pay disgorgement in the amount of $2,087,477 and prejudgment interest of $359,460 to certain entities advised by the associated John Hancock Affiliates. Collectively, all John Hancock Affiliates agreed to pay a total disgorgement of $16,926,420 and prejudgment interest of $2,361,460 to entities advised or distributed by John Hancock Affiliates. The Advisor discontinued the use of directed brokerage in recognition of the sale of fund shares in April 2004.

 

The foregoing speaks only as of the date of this SAI. While there may be additional litigation or regulatory developments in connection with the matters discussed above, the foregoing disclosure of litigation and regulatory matters will be updated only if those developments are material.

 

FINANCIAL STATEMENTS

 

The financial statements of JHVIT at December 31, 2014, as they relate to the funds described in this SAI, are incorporated herein by reference from JHVIT’s most recent Annual Report to Shareholders filed with the SEC on Form N-CSR pursuant to Rule 30b2-1 under the 1940 Act.

 

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The financial statements of JHVIT at December 31, 2014, as they relate to the funds described in this SAI, including the related financial highlights that appear in the Prospectus, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm as indicated in their report with respect thereto, and are included herein in reliance upon said report given on the authority of said firm as experts in accounting and auditing. PricewaterhouseCoopers LLP has offices at 125 High Street, Boston, Massachusetts 02110.

 

CUSTODIAN

 

State Street Bank and Trust Company (“State Street”), State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111,, currently acts as custodian and bookkeeping agent of all the funds’ assets. State Street has selected various banks and trust companies in foreign countries to maintain custody of certain foreign securities. State Street is authorized to use the facilities of the Depository Trust Company, the Participants Trust Company and the book-entry system of the Federal Reserve Banks.

 

CODE OF ETHICS

 

JHVIT, CRMC, and the Distributor have adopted Codes of Ethics that comply with Rule 17j-1 under the 1940 Act. Each Code permits personnel subject to the Code to invest in securities including securities that may be purchased or held by JHVIT.

 

PROXY VOTING POLICIES

 

The proxy voting policies of JHVIT and CRMC are set forth below in Appendix II. Information regarding how JHVIT voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge: (1) upon request, by calling (800) 344-1029 (attention: Secretary); and (2) on the SEC’s website at http://www.sec.gov.

 

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APPENDIX I 

DISCLOSURE REGARDING PORTFOLIO MANAGERS OF THE MASTER
FUNDS OF THE JHVIT FEEDER FUNDS

 

Investment adviser — Capital Research and Management Company SM , each Master Fund’s investment adviser, founded in 1931, maintains research facilities in the United States and abroad (Los Angeles, San Francisco, New York, Washington, DC, London, Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with experienced investment professionals. The investment adviser is located at 333 South Hope Street, Los Angeles, California 90071 and 6455 Irvine Center Drive, Irvine, California 92618. CRMC is a wholly owned subsidiary of The Capital Group Companies, Inc. ® , a holding company for several investment management subsidiaries. CRMC manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.

 

The investment adviser has adopted policies and procedures that address issues that may arise as a result of an investment professional’s management of the funds and other funds and accounts. Potential issues could involve allocation of investment opportunities and trades among funds and accounts, use of information regarding the timing of fund trades, investment professional compensation and voting relating to portfolio securities. CRMC believes that its policies and procedures are reasonably designed to address these issues.

 

Compensation of investment professionals — As described in the Prospectus, the investment adviser uses a system of multiple portfolio managers in managing fund assets. In addition, CRMC's investment analysts may make investment decisions with respect to a portion of a fund's portfolio within their research coverage.

 

Portfolio managers and investment analysts are paid competitive salaries by CRMC. In addition, they may receive bonuses based on their individual portfolio results. Investment professionals also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit-sharing plans will vary depending on the individual’s portfolio results, contributions to the organization and other factors.

 

To encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total investment returns to relevant benchmarks over the most recent year, a four-year rolling average and an eight-year rolling average with greater weight placed on the four-year and eight-year rolling averages. For portfolio managers, benchmarks may include measures of the marketplaces in which the fund invests and measures of the results of comparable mutual funds. For investment analysts, benchmarks may include relevant market measures and appropriate industry or sector indexes reflecting their areas of expertise. CRMC makes periodic subjective assessments of

 

48
 

 

analysts’ contributions to the investment process and this is an element of their overall compensation. The investment results of each of the funds' portfolio managers may be measured against one or more of the following benchmarks, depending on his or her investment focus:

 

Global Growth Fund — MSCI All Country World Index, Lipper Global Funds Index;

 

Growth Fund — S&P 500, MSCI All Country World Index ex-USA, Lipper Growth Funds Index;

 

International Fund — MSCI All Country World Index ex-USA, Lipper International Funds Index;

 

New World Fund — MSCI All Country World Index, Lipper Global Funds Index, Lipper Emerging Markets Funds Index, MSCI Emerging Markets Index, JP Morgan Emerging Markets Bond Index Global, Lipper Emerging Markets Debt Funds Average;

 

Growth-Income Fund — S&P 500, Lipper Growth & Income Funds Index;

 

Asset Allocation Fund — S&P 500, Lipper Growth & Income Funds Index, Barclays U.S. Aggregate Index, Barclays U.S. Corporate High Yield Index 2% Issuer Cap, Lipper High Current Yield Bond Funds Average, Lipper Core Bond Funds Average;

 

Portfolio manager fund holdings and management of other accounts — Shares of the funds may only be owned by purchasing variable annuity and variable life insurance contracts. Each portfolio manager’s need for variable annuity or variable life contracts and the role those contracts would play in his or her comprehensive investment portfolio will vary and depend on a number of factors including tax, estate planning, life insurance, alternative retirement plans or other considerations. The other portfolio managers have determined that variable insurance or annuity contracts do not meet their current needs. Consequently, they do not hold investments that hold shares of the funds.

 

The following table reflects information regarding accounts other than the fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pays advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. dollars using the exchange rates as of the applicable date.

 

The following table reflects information as of December 31, 2014:

 

49
 

 

American Asset Allocation Trust

 

Portfolio Manager Other Registered
Investment
Companies 1
Other Pooled
Investment Vehicles 2
Other Accounts 3
Number
of
Accounts

Assets

(in
billions) 

Number
of
Accounts

Assets

(in billions) 

Number
of
Accounts

Assets

(in
billions) 

Alan N. Berro 22 $203.7 None None None None
J. David Carpenter 1 $77.0 None None None None
David A. Daigle 7 $161.7 2 $1.51 2 $0.39
Jeffrey T. Lager 2 $156.7 None None None None
James R. Mulally 7 $178.9 1 $0.03 None None
Eugene P. Stein 2 $156.7 None None None None

 

American Global Growth Trust

 

Portfolio Manager Other Registered
Investment
Companies 1
Other Pooled
Investment Vehicles 2
Other Accounts 3
Number
of
Accounts

Assets

(in
billions) 

Number
of
Accounts

Assets

(in billions)

 

Number
of
Accounts

Assets

(in
billions) 

Isabelle de Wismes 1 $56.6 1 $0.24 None None
Jonathan Knowles 3 $203.4 None None None None
Steven T. Watson 4 $165.0 None None None None

 

American Growth Trust

 

Portfolio Manager Other Registered
Investment
Companies 1
Other Pooled
Investment Vehicles 2
Other Accounts 3
Number
of
Accounts

Assets

(in
billions) 

Number
of
Accounts

Assets

(in billions) 

Number
of
Accounts

Assets

(in
billions) 

Donnalisa Parks Barnum 1 $142.6 None None None None
Gregory D. Johnson 3 $228.4 None None None None

 

50
 

 

Portfolio Manager Other Registered
Investment
Companies 1
Other Pooled
Investment Vehicles 2
Other Accounts 3
Number
of
Accounts

Assets

(in
billions) 

Number
of
Accounts

Assets

(in billions)

 

Number
of
Accounts

Assets

(in
billions) 

Michael T. Kerr 2 $214.3 None None None None
Ronald B. Morrow 2 $214.3 None None None None
Andraz Razen 1 $25.9 None None None None
Alan J. Wilson 1 $77.0 None None None None

 

American Growth-Income Trust

 

Portfolio Manager Other Registered
Investment
Companies 1
Other Pooled
Investment Vehicles 2
Other Accounts 3
Number
of
Accounts

Assets

(in
billions) 

Number
of
Accounts

Assets

(in billions) 

Number
of
Accounts

Assets

(in
billions) 

Donald D. O’Neal 2 $218.1 1 $0.43 None None
Dylan Yolles 1 $35.9 None None None None
J. Blair Frank 3 $172.7 None None None None
Claudia P. Huntington 4 $88.8 None None None None
William L. Robbins 3 $36.6 1 $0.50 466 $5.83

 

51
 

 

American International Trust

 

Portfolio Manager Other Registered
Investment
Companies 1
Other Pooled
Investment Vehicles 2
Other Accounts 3
Number
of
Accounts

Assets

(in
billions) 

Number
of
Accounts

Assets

(in billions) 

Number
of
Accounts

Assets

(in
billions) 

Sung Lee 3 $208.2 None None None None
L. Alfonso Barroso 3 $189.2 1 $0.25 None None
Jesper Lyckeus 2 $121.9 None None None None
Christopher M. Thomsen 2 $143.9 None None None None

 

American New World Trust

 

Portfolio Manager Other Registered
Investment
Companies 1
Other Pooled
Investment Vehicles 2
Other Accounts 3
Number
of
Accounts

Assets

(in
billions) 

Number
of
Accounts

Assets

(in billions) 

Number
of
Accounts

Assets

(in
billions) 

Carl M. Kawaja 4 $296.2 1 $2.47 None None
Nicholas J. Grace 2 $143.9 None None None None
F. Galen Hoskin 1 $23.0 1 $2.47 None None
Robert H. Neithart 8 $73.7 6 $2.58 11 4 $5.01

 

1 Indicates RIC(s) for which the portfolio manager also has significant day to day management responsibilities. Assets noted are the total net assets of the RIC(s) and are not the total assets managed by the individual, which is a substantially lower amount. No RIC or account has an advisory fee that is based on the performance of the RIC or account.

 

2 Represents funds advised or sub-advised by Capital Research and Management Company or its affiliates and sold outside the United States and/or fixed-income assets in institutional accounts managed by investment adviser subsidiaries of Capital Group International, Inc., an affiliate of Capital Research and Management Company. Assets noted are the total net assets of the funds or accounts and are not the total assets managed by the individual, which is a substantially lower amount. No fund or account has an advisory fee that is based on the performance of the fund or account.

 

52
 

 

3 Reflects other professionally managed accounts held at companies affiliated with Capital Research and Management Company. Personal brokerage accounts of portfolio managers and their families are not reflected.

 

4 The advisory fee of two of these accounts (representing $1.19 billion in total assets) is based partially on their investment results.

 

Potential Conflicts.

 

CRMC has adopted policies and procedures that address potential conflicts of interest that may arise between a portfolio manager’s management of the fund and his or her management of other funds and accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, CRMC believes that all issues relating to potential material conflicts of interest involving the fund and its other managed funds and accounts have been addressed.

 

53
 

 

APPENDIX II

PROXY VOTING POLICIES

 

JOHN HANCOCK FUNDS

 

PROXY VOTING POLICIES AND PROCEDURES

 

POLICY:

 

General

 

The Board of Trustees (the “Board”) of each registered investment company in the John Hancock family of funds listed on Schedule A (collectively, the “Trust”), including a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust (the “Independent Trustees”), adopts these proxy voting policies and procedures.

 

Each fund of the Trust or any other registered investment company (or series thereof) (each, a “fund”) is required to disclose its proxy voting policies and procedures in its registration statement and, pursuant to Rule 30b1-4 under the 1940 Act, file annually with the Securities and Exchange Commission and make available to shareholders its actual proxy voting record. In this regard, the Trust Policy is set forth below.

 

Delegation of Proxy Voting Responsibilities

 

It is the policy of the Trust to delegate the responsibility for voting proxies relating to portfolio securities held by a fund to the fund’s investment adviser (“adviser”) or, if the fund’s adviser has delegated portfolio management responsibilities to one or more investment subadviser(s), to the fund’s subadviser(s), subject to the Board’s continued oversight. The subadviser for each fund shall vote all proxies relating to securities held by each fund and in that connection, and subject to any further policies and procedures contained herein, shall use proxy voting policies and procedures adopted by each subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

 

Except as noted below under Material Conflicts of Interest, the Trust Policy with respect to a fund shall incorporate that adopted by the fund’s subadviser with respect to voting proxies held by its clients (the “Subadviser Policy”). Each Subadviser Policy, as it may be amended from time to time, is hereby incorporated by reference into the Trust Policy. Each subadviser to a fund is directed to comply with these policies and procedures in voting proxies relating to portfolio securities held by a fund, subject to oversight by the fund’s adviser and by the Board. Each adviser to a fund retains the responsibility, and is directed, to oversee each subadviser’s compliance with these policies and procedures, and to adopt and implement such additional policies and procedures as it deems necessary or

 

54
 

 

appropriate to discharge its oversight responsibility. Additionally, the Trust’s Chief Compliance Officer (“CCO”) shall conduct such monitoring and supervisory activities as the CCO or the Board deems necessary or appropriate in order to appropriately discharge the CCO’s role in overseeing the subadvisers’ compliance with these policies and procedures.

 

The delegation by the Board of the authority to vote proxies relating to portfolio securities of the funds is entirely voluntary and may be revoked by the Board, in whole or in part, at any time.

 

Voting Proxies of Underlying Funds of a Fund of Funds

 

A. Where the Fund of Funds is not the Sole Shareholder of the Underlying Fund

 

With respect to voting proxies relating to the shares of an underlying fund (an “Underlying Fund”) held by a fund of the Trust operating as a fund of funds (a “Fund of Funds”) in reliance on Section 12(d)(1)(G) of the 1940 Act where the Underlying Fund has shareholders other than the Fund of Funds which are not other Fund of Funds, the Fund of Funds will vote proxies relating to shares of the Underlying Fund in the same proportion as the vote of all other holders of such Underlying Fund shares.

B. Where the Fund of Funds is the Sole Shareholder of the Underlying Fund

 

In the event that one or more Funds of Funds are the sole shareholders of an Underlying Fund, the adviser to the Fund of Funds (the “Adviser”) or the Trust will vote proxies relating to the shares of the Underlying Fund as set forth below unless the Board elects to have the Fund of Funds seek voting instructions from the shareholders of the Funds of Funds in which case the Fund of Funds will vote proxies relating to shares of the Underlying Fund in the same proportion as the instructions timely received from such shareholders.

 

1. Where Both the Underlying Fund and the Fund of Funds are Voting on Substantially Identical Proposals

 

In the event that the Underlying Fund and the Fund of Funds are voting on substantially identical proposals (the “Substantially Identical Proposal”), then the Adviser or the Fund of Funds will vote proxies relating to shares of the Underlying Fund in the same proportion as the vote of the shareholders of the Fund of Funds on the Substantially Identical Proposal.

 

2. Where the Underlying Fund is Voting on a Proposal that is Not Being Voted on By the Fund of Funds

 

a. Where there is No Material Conflict of Interest Between the Interests of the Shareholders of the Underlying Fund and the Adviser Relating to the Proposal

 

55
 

 

In the event that the Fund of Funds is voting on a proposal of the Underlying Fund and the Fund of Funds is not also voting on a substantially identical proposal and there is no material conflict of interest between the interests of the shareholders of the Underlying Fund and the Adviser relating to the Proposal, then the Adviser will vote proxies relating to the shares of the Underlying Fund pursuant to its Proxy Voting Procedures.

 

b. Where there is a Material Conflict of Interest Between the Interests of the Shareholders of the Underlying Fund and the Adviser Relating to the Proposal

 

In the event that the Fund of Funds is voting on a proposal of the Underlying Fund and the Fund of Funds is not also voting on a substantially identical proposal and there is a material conflict of interest between the interests of the shareholders of the Underlying Fund and the Adviser relating to the Proposal, then the Fund of Funds will seek voting instructions from the shareholders of the Fund of Funds on the proposal and will vote proxies relating to shares of the Underlying Fund in the same proportion as the instructions timely received from such shareholders. A material conflict is generally defined as a proposal involving a matter in which the Adviser or one of its affiliates has a material economic interest.

 

Material Conflicts of Interest

 

If: (1) a subadviser to a fund becomes aware that a vote presents a material conflict between the interests of: (a) shareholders of the fund; and (b) the fund’s adviser, subadviser, principal underwriter, or any of their affiliated persons, and (2) the subadviser does not propose to vote on the particular issue in the manner prescribed by its Subadviser Policy or the material conflict of interest procedures set forth in its Subadviser Policy are otherwise triggered, then the subadviser will follow the material conflict of interest procedures set forth in its Subadviser Policy when voting such proxies.

 

If a Subadviser Policy provides that in the case of a material conflict of interest between fund shareholders and another party, the subadviser will ask the Board to provide voting instructions, the subadviser shall vote the proxies, in its discretion, as recommended by an independent third party, in the manner prescribed by its Subadviser Policy or abstain from voting the proxies.

 

Securities Lending Program

 

Certain of the funds participate in a securities lending program with the Trust through an agent lender. When a fund’s securities are out on loan, they are transferred into the borrower’s name and are voted by the borrower, in its discretion. Where a subadviser determines, however, that a proxy vote (or other shareholder action) is materially important to the client’s account, the subadviser should request that the agent recall the security prior to the record date to allow the subadviser to vote the securities.

 

56
 

 

Disclosure of Proxy Voting Policies and Procedures in the Trust’s Statement of Additional Information (“SAI”)

 

The Trust shall include in its SAI a summary of the Trust Policy and of the Subadviser Policy included therein. (In lieu of including a summary of these policies and procedures, the Trust may include each full Trust Policy and Subadviser Policy in the SAI.)

 

Disclosure of Proxy Voting Policies and Procedures in Annual and Semi-Annual Shareholder Reports

 

The Trust shall disclose in its annual and semi-annual shareholder reports that a description of the Trust Policy, including the Subadviser Policy, and the Trust’s proxy voting record for the most recent 12 months ended June 30 are available on the Securities and Exchange Commission’s (“SEC”) website, and without charge, upon request, by calling a specified toll-free telephone number. The Trust will send these documents within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.

 

Filing of Proxy Voting Record on Form N-PX

 

The Trust will annually file its complete proxy voting record with the SEC on Form N-PX. The Form N-PX shall be filed for the twelve months ended June 30 no later than August 31 of that year.

 

PROCEDURES:

 

Review of Subadvisers’ Proxy Voting

 

The Trust has delegated proxy voting authority with respect to fund portfolio securities in accordance with the Trust Policy, as set forth above.

 

Consistent with this delegation, each subadviser is responsible for the following:

 

1) Implementing written policies and procedures, in compliance with Rule 206(4)-6 under the Advisers Act, reasonably designed to ensure that the subadviser votes portfolio securities in the best interest of shareholders of the Trust.

 

2) Providing the adviser with a copy and description of the Subadviser Policy prior to being approved by the Board as a subadviser, accompanied by a certification that represents that the Subadviser Policy has been adopted in conformance with Rule 206(4)-6 under the Advisers Act. Thereafter, providing the adviser with notice of any amendment or revision to that Subadviser Policy or with a description thereof. The adviser is required to report all material changes to a Subadviser Policy quarterly to the Board. The CCO’s annual written compliance report to the Board will contain a summary of the material changes to each Subadviser Policy during the period covered by the report.

 

57
 

 

3) Providing the adviser with a quarterly certification indicating that the subadviser did vote proxies of the funds and that the proxy votes were executed in a manner consistent with the Subadviser Policy. If the subadviser voted any proxies in a manner inconsistent with the Subadviser Policy, the subadviser will provide the adviser with a report detailing the exceptions.

 

Adviser Responsibilities

 

Proxy Voting Procedures

 

Implementing written policies and procedures, in compliance with Rule 206(4)-6 under the Advisers Act, reasonably designed to ensure that the adviser votes shares of an Underling Fund consistent with these proxy voting policies and procedures and in the best interest of shareholders of the Trust.

 

Providing the Board of the Trust with a copy and description of the Adviser Policy, accompanied by a certification that represents that the Adviser Policy has been adopted in conformance with Rule 206(4)-6 under the Advisers Act. Thereafter, providing the Board with notice of any amendment or revision to that Adviser Policy or with a description thereof. The Adviser is required to report all material changes to the Adviser Policy quarterly to the Board. The CCO’s annual written compliance report to the Board will contain a summary of the material changes to Adviser Policy during the period covered by the report.

 

Providing the Board with a quarterly certification indicating that the Adviser did vote proxies of the funds and that the proxy votes were executed in a manner consistent with the Adviser Policy and these proxy voting policies and procedures. If the Adviser voted any proxies in a manner inconsistent with the Subadviser Policy, the Adviser will provide the adviser with a report detailing the exceptions.

 

Proxy Voting Service

 

The Trust has retained a proxy voting service to coordinate, collect, and maintain all proxy-related information, and to prepare and file the Trust’s reports on Form N-PX with the SEC.

 

The adviser, in accordance with its general oversight responsibilities, will periodically review the voting records maintained by the proxy voting service in accordance with the following procedures:

 

1) Receive a file with the proxy voting information directly from each subadviser on a quarterly basis.

 

2) Select a sample of proxy votes from the files submitted by the subadvisers and compare them against the proxy voting service files for accuracy of the votes.

 

58
 

 

3) Deliver instructions to shareholders on how to access proxy voting information via the Trust’s semi-annual and annual shareholder reports.

 

Proxy Voting Service Responsibilities

 

Aggregation of Votes:

 

The proxy voting service’s proxy disclosure system will collect fund-specific and/or account-level voting records, including votes cast by multiple subadvisers or third party voting services.

 

Reporting:

 

The proxy voting service’s proxy disclosure system will provide the following reporting features:

 

1) multiple report export options;

 

2) report customization by fund-account, portfolio manager, security, etc.; and

 

3) account details available for vote auditing.

 

Form N-PX Preparation and Filing:

 

The adviser will be responsible for oversight and completion of the filing of the Trust’s reports on Form N-PX with the SEC. The proxy voting service will prepare the EDGAR version of Form N-PX and will submit it to the adviser for review and approval prior to filing with the SEC. The proxy voting service will file Form N-PX for each twelve-month period ending on June 30. The filing must be submitted to the SEC on or before August 31 of each year.

 

59
 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY

PROXY VOTING PROCEDURES AND PRINCIPLES

 

Proxy voting procedures and principles — The funds’ investment adviser, in consultation with the Series’ board, has adopted Proxy Voting Procedures and Principles (the “Principles”) with respect to voting proxies of securities held by the funds and other American Funds. The complete text of these principles is available on the American Funds website at americanfunds.com. Proxies are voted by a committee of the appropriate equity investment division of the investment adviser under authority delegated by the Series’ board. Therefore, if more than one fund invests in the same company, they may vote differently on the same proposal.

 

The Principles, which have been in effect in substantially their current form for many years, provide an important framework for analysis and decision-making by all funds. However, they are not exhaustive and do not address all potential issues. The Principles provide a certain amount of flexibility so that all relevant facts and circumstances can be considered in connection with every vote. As a result, each proxy received is voted on a case-by-case basis considering the specific circumstances of each proposal. The voting process reflects the funds’ understanding of the company’s business, its management and its relationship with shareholders over time.

 

The investment adviser seeks to vote all U.S. proxies; however, in certain circumstances it may be impracticable or impossible to do so. Proxies for companies outside the U.S. also are voted, provided there is sufficient time and information available. After a proxy statement is received, the investment adviser prepares a summary of the proposals contained in the proxy statement. A notation of any potential conflicts of interest also is included in the summary (see below for a description of Capital Research and Management Company’s special review procedures).

 

For proxies of securities managed by a particular investment division of the investment adviser, the initial voting recommendation is made by one or more of the division’s investment analysts familiar with the company and industry. A second recommendation is made by a proxy coordinator (an investment analyst or other individual with experience in corporate governance and proxy voting matters) within the appropriate investment division, based on knowledge of these Principles and familiarity with proxy-related issues. The proxy summary and voting recommendations are made available to the appropriate proxy voting committee for a final voting decision.

 

In addition to our proprietary proxy voting, governance and executive compensation research, Capital Research and Management Company (“CRMC”) may utilize research provided by Institutional Shareholder Services (ISS), Glass-Lewis & Co. or other third party advisory firms (“Advisory Firms”) on a case-by-case basis. We do not, as a policy, follow the voting recommendations provided by these firms.  We periodically assess the information provided by the Advisory Firms and report to the Joint Proxy Committee of the American Funds (“JPC”), as appropriate.

 

60
 

 

The JPC is composed of independent board members from each board. The JPC’s role is to facilitate appropriate oversight of the proxy voting process and provide valuable input on corporate governance and related matters. Members of the JPC also may be called upon to resolve voting conflicts involving funds co-managed by the investment adviser’s equity investment divisions and vote proxies when necessary as a result of regulatory requirements (see below for more information).

 

From time to time the investment adviser may vote proxies issued by, or on proposals sponsored or publicly supported by (1)  a client with substantial assets managed by the investment adviser or its affiliates, (2)  an entity with a significant business relationship with the American Funds organization, or (3)  a company with a director of an American Fund on its board (each referred to as an “Interested Party”). Other persons or entities may also be deemed an Interested Party if facts or circumstances appear to give rise to a potential conflict. The investment adviser analyzes these proxies and proposals on their merits and does not consider these relationships when casting its vote.

 

The investment adviser has developed procedures to identify and address instances where a vote could appear to be influenced by such a relationship. Under the procedures, prior to a final vote being cast by the investment adviser, the relevant proxy committees’ voting results for proxies issued by Interested Parties are reviewed by a Special Review Committee (“SRC”) of the investment division voting the proxy if the vote was in favor of the Interested Party.

 

If a potential conflict is identified according to the procedure above, the SRC will be provided with a summary of any relevant communications with the Interested Party, the rationale for the voting decision, information on the organization’s relationship with the party and any other pertinent information. The SRC will evaluate the information and determine whether the decision was in the best interest of fund shareholders. It will then accept or override the voting decision or determine alternative action. The SRC includes senior investment professionals and legal and compliance professionals.

 

In cases where a fund is co-managed and a portfolio company is held by more than one of the investment adviser’s equity investment divisions, voting ties are resolved by one of the following methods. First, for those funds that have delegated tie-breaking authority to the investment adviser, the outcome will be determined by the equity investment division with the larger position in the portfolio company as of the record date for the shareholder meeting. For the remaining funds, members of the JPC representing those funds will determine the outcome based on a review of the same information provided to the relevant investment analysts, proxy coordinators and proxy committee members.

 

Information regarding how the funds voted proxies relating to portfolio securities during the 12-month period ended June 30 of each year will be available on or about September 1 of each year ( a ) without charge, upon request by calling American Funds Service Company at (800) 421-4225, ( b ) on the American Funds website and ( c ) on the SEC’s website at sec.gov.

 

61
 

 

The following summary sets forth the general positions of the American Funds, the Series and the investment adviser on various proposals. A copy of the full Principles is available upon request, free of charge, by calling American Funds Service Company or visiting the American Funds website.

 

Director matters — The election of a company’s slate of nominees for director generally is supported. Votes may be withheld for some or all of the nominees if this is determined to be in the best interest of shareholders or if, in the opinion of the investment adviser, they have not fulfilled their fiduciary duties. Separation of the chairman and CEO positions also may be supported.

 

Governance provisions — Typically, proposals to declassify a board (elect all directors annually) are supported based on the belief that this increases the directors’ sense of accountability to shareholders. Proposals for cumulative voting generally are supported in order to promote management and board accountability and an opportunity for leadership change. Proposals designed to make director elections more meaningful, either by requiring a majority vote or by requiring any director receiving more withhold votes than affirmative votes to tender his or her resignation, generally are supported.

 

Shareholder rights — Proposals to repeal an existing poison pill generally are supported. (There may be certain circumstances, however, when a proxy voting committee of a fund or an investment division of the investment adviser believes that a company needs to maintain anti-takeover protection.) Proposals to eliminate the right of shareholders to act by written consent or to take away a shareholder’s right to call a special meeting typically are not supported.

 

Compensation and benefit plans — Option plans are complicated, and many factors are considered in evaluating a plan. Each plan is evaluated based on protecting shareholder interests and a knowledge of the company and its management. Considerations include the pricing (or repricing) of options awarded under the plan and the impact of dilution on existing shareholders from past and future equity awards. Compensation packages should be structured to attract, motivate and retain existing employees and qualified directors; however, they should not be excessive.

 

Routine matters — The ratification of auditors, procedural matters relating to the annual meeting and changes to company name are examples of items considered routine. Such items generally are voted in favor of management’s recommendations unless circumstances indicate otherwise.

 

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PART C

 

OTHER INFORMATION

 

Item 28. Exhibits
   
(a)(1) Agreement and Declaration of Trust dated September 29, 1988 – previously filed as exhibit (1)(a) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(2) Redesignation of Series of Shares dated March 31, 1989 relating to Convertible Securities Trust – previously filed as exhibit (1)(b) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(3) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated March 31, 1989 relating to Conservative, Moderate and Aggressive Asset Allocation Trusts – previously filed as exhibit (1)(c) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(4) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated February 1, 1991 relating to Growth & Income Trust – previously filed as exhibit (1)(d) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(5) Redesignation of Series of Shares dated April 3, 1991 relating to Bond Trust – previously filed as exhibit (1)(e) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(6) Redesignation of Series of Shares dated April 17 1991 relating to U.S. Government Bond Trust – previously filed as exhibit (1)(f) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(7) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated August 7, 1992 relating to Pasadena Growth Trust, Growth Trust, and Strategic Income Trust – previously filed as exhibit (1)(g) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(8) Redesignation of Series of Shares dated April 4, 1993 relating to Growth Trust and Strategic Income Trust – previously filed as exhibit (1)(h) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(9) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated December 28, 1994 relating to International Growth and Income Trust – previously filed as exhibit (1)(i) to post-effective amendment no. 31 filed on April 25, 1996, accession number 0000950135-96-001803.
   
(a)(10) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated February 1, 1996 relating to Small/Mid Cap Trust– previously filed as exhibit (1)(j) to post-effective amendment no. 34 filed on October 4, 1996, accession number 0000950133-96-002099.
   
(a)(11) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated February 1, 1996 relating to- International Small Cap Trust – previously filed as exhibit (1)(k) to post-effective amendment no. 34 filed on October 4, 1996, accession number 0000950133-96-002099.
   
(a)(12) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated July 9, 1996 relating to Growth Trust – previously filed as exhibit (1)(l) to post-effective amendment no. 34 filed on October 4, 1996, accession number 0000950133-96-002099.
   
(a)(13) Redesignation of Series of Shares dated October 1, 1996 relating to Pasadena Growth Trust – previously filed as exhibit (1)(m) to post-effective amendment no. 35 filed on December 19, 1996, accession number 0000950135-96-005355.

 

1
 

 

(a)(14) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated December 31, 1996 relating to Value, High Yield, International Stock, Science & Technology, Balanced, Worldwide Growth, Emerging Growth, Pilgrim Baxter Growth, Pacific Rim Emerging Markets, Real Estate Securities, Capital Growth Bond, Equity Index, Quantitative Equity, Lifestyle Conservative 280, Lifestyle Moderate 460, Lifestyle Balanced 640, Lifestyle Growth 820, Lifestyle Aggressive 1000 Trusts previously filed as exhibit (a)(14) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(15) Redesignation of Series of Shares dated December 31, 1996 relating to Value Equity Trust previously filed as exhibit (a)(15) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(16) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated September 30, 1997 relating to Small Company Value Trust – previously filed as exhibit (1)(m) to post-effective amendment no. 39 filed on March 2, 1998, accession number 0000950135-98-001303.
   
(a)(17) Amendment dated October 1, 1997 to the Agreement and Declaration of Trust dated September 29, 1988 relating to Trust name change to Manufacturers Investment Trust – previously filed as exhibit (1)(n) to post-effective amendment no. 39 filed on March 2, 1998, accession number 0000950135-98-001303.
   
(a)(18) Redesignation of Series of Shares dated November 2, 1998 relating to Emerging Growth Trust previously filed as exhibit (a)(18) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(19) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated May 1, 1999 relating to Small Company Blend, U.S. Large Cap Value, Total Return, International Value and Mid Cap Stock Trusts previously filed as exhibit (a)(19) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(20) Redesignation of Series of Shares dated May 1, 1999 relating to Conservative Asset Allocation, Moderate Asset Allocation, Small/Mid Cap, International Growth and Income, Global Government Bond, Pilgrim Baxter Growth, Aggressive Asset Allocation, and Equity Trusts previously filed as exhibit (a)(20) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(21) Termination of Series of Shares dated May 1, 1999 relating to Capital Growth Bond Trust and Worldwide Growth Trust previously filed as exhibit (a)(21) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(22) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated May 1, 2000 relating to Dynamic Growth, Internet Technologies, Tactical Allocation, Mid Cap Index, Small Cap Index, Total Stock Market Index, International Index, and 500 Index Trusts previously filed as exhibit (a)(22) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(23) Redesignation of Series of Shares dated May 1, 2000 relating to Mid Cap Growth Trust previously filed as exhibit (a)(23) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(24) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated October 31, 2000 relating to Capital Appreciation Trust previously filed as exhibit (a)(24) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(25) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated April 30, 2001 relating to Telecommunications, Health Sciences, Mid Cap Growth, Mid Cap Opportunities, Financial Services, All Cap Value, Quantitative Mid Cap, Strategic Growth, Capital Opportunities, Utilities, Mid Cap Value, and Fundamental Value Trusts previously filed as

 

2
 

 

  exhibit (a)(25) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(26) Redesignation of Series of Shares dated April 30, 2001 relating to Mid Cap Blend Trust previously filed as exhibit (a)(26) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(27) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated July 16, 2001 relating to Small-Mid Cap Growth, Small-Mid Cap, International Equity Select, Select Growth, Global Equity Select, Core Value and High Grade Bond Trusts previously filed as exhibit (a)(27) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(28) Establishment and Designation of Additional Class of Shares dated January 2, 2002 relating to Class A Shares and Class B Shares of beneficial interest previously filed as exhibit (a)(28) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(29) Redesignation of Class of Shares dated May 1, 2002 relating to Class A Shares and Class B Shares of beneficial interest previously filed as exhibit (a)(29) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(30) Redesignation of Series of Shares dated November 25, 2002 relating to Growth Trust previously filed as exhibit (a)(30) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(31) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated May 1, 2003 relating to American Growth Trust, American International Trust, American Blue Chip Income and Growth Trust, and American Growth-Income Trust previously filed as exhibit (a)(31) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(32) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated May 1, 2003 relating to Natural Resources, Real Return Bond, Mid Cap Core, Large Cap Value, Quantitative All Cap, Emerging Growth, Special Value, and Small Cap Opportunities Trusts previously filed as exhibit (a)(32) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(33) Redesignation of Series of Shares dated May 1, 2003 relating to U.S. Large Cap Value Trust, Capital Opportunities Trust and Tactical Allocation Trust previously filed as exhibit (a)(33) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(34) Termination of Series of Shares dated May 1, 2003 relating to Telecommunications Trust, Internet Technologies Trust, Mid Cap Growth Trust, and Mid Cap Opportunities Trust previously filed as exhibit (a)(34) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(35) Establishment and Designation of Additional Class of Shares dated July 1, 2003 relating to Class III Shares of beneficial interest previously filed as exhibit (a)(35) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(36) Establishment and Designation of Additional Class of Shares dated July 8, 2003 relating to Class I Shares of beneficial interest for American Growth Trust, American International Trust, American Blue Chip Income and Growth Trust, and American Growth-Income Trust previously filed as exhibit (a)(36) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.

 

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(a)(37) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated July 28, 2003 relating to Great Companies - America – previously filed as exhibit (a)(37) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(38) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated May 1, 2004 relating to Small Company, Core Equity, Classic Value, Quantitative Value, U.S. Global Leaders Growth, and Strategic Income Trusts previously filed as exhibit (a)(38) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(39) Redesignation of Series of Shares dated May 1, 2004 relating to Pacific Rim Emerging Markets Trust and Global Equity Trust previously filed as exhibit (a)(39) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(40) Amendment dated January 1, 2005 to the Agreement and Declaration of Trust dated September 29, 1988 relating to Trust name change to John Hancock Trust previously filed as exhibit (a)(40) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(41) Establishment and Designation of Additional Class of Shares dated January 25, 2005 relating to Class NAV Shares of beneficial interest previously filed as exhibit (a)(41) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(42) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated January 25, 2005 relating to Money Market B, Index 500 B, International Index A, International Index B, Bond Index A, Bond Index B, Growth & Income II, Mid Value, Small Cap Value, Small Cap Growth, Overseas Equity, Active Bond, Short-Term Bond, and Managed Trusts previously filed as exhibit (a)(42) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(43) Amendment dated April 29, 2005 to the Agreement and Declaration of Trust dated September 29, 1988 relating to amending and restating of Article IV, Section 4.1 previously filed as exhibit (a)(43) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(44) Amendment dated April 29, 2005 to the Agreement and Declaration of Trust dated September 29, 1988 relating to amending and restating of Article VII, Section 7.2 previously filed as exhibit (a)(44) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(45) Establishment and Designation of Additional Class of Shares dated April 29, 2005 relating to Class IIIA Shares of beneficial interest previously filed as exhibit (a)(45) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(46) Establishment and Designation of Additional Series of Shares dated April 29, 2005 relating to Small Cap, International Opportunities, Core Bond, U.S. High Yield Bond, and Large Cap Trusts previously filed as exhibit (a)(46) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(47) Termination of Series of Shares dated May 2, 2005 relating to Select Growth, Core Value, Small-Mid Cap, Small-Mid Cap Growth, High, Grade Bond, Global Equity Select, International Equity Select, and Great Companies- America Trusts previously filed as exhibit (a)(47) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(48) Termination of Series of Shares dated May 2, 2005 relating to Strategic Growth, Small Company Blend, Overseas, Equity Index, Diversified Bond, and Aggressive Growth Trusts previously filed as exhibit (a)(48) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.

 

4
 

 

(a)(49) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated July 29, 2005 relating to American Bond Trust previously filed as exhibit (a)(49) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(50) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated October 12, 2005 relating to Small Company Growth, Growth Opportunities, Value Opportunities, Vista, Intrinsic Value, Growth, U.S. Multi Sector, International Growth, Spectrum Income, and Value & Restructuring Trusts previously filed as exhibit (a)(50) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(51) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated January 30, 2006 relating to Index Allocation Trust – previously filed as exhibit (a) (43) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(a)(52) Redesignation of Series of Shares dated April 28, 2006 relating to Lifestyle Trusts, Growth & Income Trust, Growth & Income Trust II, and International Stock Trust – previously filed as exhibit (a) (40) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(a)(53) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated April 28, 2006 relating to International Small Company, Real Estate Equity, Mid Cap Value Equity, Global Real Estate, Absolute Return, and High Income Trusts – previously filed as exhibit (a) (42) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(a)(54) Termination of Series of Shares dated May 2, 2006 relating to Large Cap Growth Trust – previously filed as exhibit (a) (41) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(a)(55) Redesignation of Series of Shares dated June 30, 2006 relating to International Index Trust A and International Index Trust B previously filed as exhibit (a)(55) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(56) Termination of Class of Shares dated September 29, 2006 relating to Class III Shares and Class IIIA beneficial interest for Lifestyle Trusts – previously filed as exhibit (a) (45) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(a)(57) Termination of Series of Shares dated December 5, 2006 relating to Mid Cap Core Trust and Strategic Value Trust – previously filed as exhibit (a) (46) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(a)(58) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated April 30, 2007 relating to Small Cap Intrinsic Value, Founding Allocation, Income, Mutual Shares, Mid Cap Intersection, Emerging Markets Value, American Asset Allocation, American Global Growth, American Global Small Capitalization, American High-Income Bond, and American New World Trusts previously filed as exhibit (a)(58) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(59) Termination of Series of Shares dated May 3, 2007 relating to Strategic Opportunities Trust previously filed as exhibit (a)(59) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(60) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated October 25, 2007 relating to American Fundamental Holdings Trust and American Global Diversification Trust previously filed as exhibit (a)(60) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.

 

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(a)(61) Termination of Series of Shares dated November 21, 2007 relating to Special Value Trust previously filed as exhibit (a)(61) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(62) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated December 14, 2007 relating to Floating Rate Income Trust, Global Asset Allocation Trust and Lifecycle Portfolios previously filed as exhibit (a)(62) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(63) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated April 28, 2008 relating to Disciplined Diversification Trust, Capital Appreciation Value Trust, and Growth Equity Trust previously filed as exhibit (a)(63) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(64) Termination of Series of Shares dated May, 9, 2008 relating to U.S. Global Leaders Growth Trust, Growth & Income Trust, Quantitative Mid Cap Trust, and Dynamic Growth Trust previously filed as exhibit (a)(64) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(65) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated July 9, 2008 relating to American Diversified Growth & Income Trust previously filed as exhibit (a)(65) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(66) Redesignation of Series of Shares dated July 9, 2008 relating to Quantitative Value Trust, Global Asset Allocation Trust, and Quantitative All Cap Trust previously filed as exhibit (a)(66) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(67) Establishment and Designation of Additional Series of Shares of Beneficial Interest September 26, 2008 relating to BlackRock Global Allocation Trust, Alpha Opportunities Trust, and Smaller Company Growth Trust previously filed as exhibit (a)(67) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(a)(68) Establishment and Designation of Additional Series of Shares of Beneficial Interest September 29, 1988 relating to Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series, Lifestyle Moderate PS Series, Bond PS Series and Strategic Allocation Trust - previously filed as exhibit (a)(68) to post-effective amendment no. 93 on February 10, 2011, accession number 0000950123-11-011585.
   
(a)(69) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated September 29, 1988 relating to Strategic Equity Allocation Trust – previously filed as exhibit (a)(69) to post-effective amendment no. 100 on April 25, 2012, accession number 0000950123-12-006547.
   
(a)(70) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated September 29, 1988 relating to 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B - previously filed as exhibit (a)(70 ) to post-effective amendment no. 102 on June 28, 2012, accession number 0000950123-12-009605.
   
(a)(71) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated September 29, 1988 relating to Lifestyle Aggressive PS Series – previously filed as exhibit (a)(71) to post-effective amendment no. 106 on July 12, 2013, accession number 0001133228-13-002911.
   
 (a)(72) Termination of Series of Shares dated June 28, 2013 relating to American Global Small Capitalization Trust and American High-Income Bond Trust previously filed as exhibit (a)(73) on February 11, 2014, accession number  0001133228-14-000682.

 

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(a)(73) Establishment and Designation of Additional Series of Shares of Beneficial Interest dated September 30, 2013 relating to Lifestyle Aggressive PS Series previously filed as exhibit (a)(74) on February 11, 2014, accession number  0001133228-14-000682.
   
(a)(74) Termination of Series of Shares dated January 8, 2014 relating to Growth Equity Trust, Heritage Trust, Mid Cap Value Equity Trust and Strategic Bond Trust previously filed as exhibit (a)(72) on February 11, 2014, accession number  0001133228-14-000682.
   
(a)(75) Termination of Series of Shares dated March 20, 2014 relating to Core Fundamental Holdings Trust, Core Global Diversification Trust, Fundamental Holdings Trust, Global Diversification Trust, Disciplined Diversification Trust, Core Allocation Plus Trust, All Cap Value Trust and Smaller Company Growth Trust – FILED HEREWITH.
   
(a)(76) Redesignation of Series of Share of Beneficial Interest dated April 30, 2014 relating to Lifestyle Trusts – FILED HEREWITH.
   
(a)(77) Redesignation of Series of Share of Beneficial Interest dated November 1, 2014 relating to Financial Services Trust – FILED HEREWITH.
   
(a)(78) Termination of Series of Shares dated December 22, 2014 relating to Fundamental Value Trust, Natural Resources Trust and Bond PS Series – FILED HEREWITH.
   
(b) Revised By-laws of the Trust dated June 30, 2006 – previously filed as exhibit (b)(2) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(b)(1) Amendment dated December 13, 2006 to the By-laws of the Trust, dated June 30, 2006 – previously filed as exhibit (b)(3) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(c) Specimen Share Certificate – previously filed as exhibit (2) to post-effective amendment no. 38 filed September 17, 1997.
   
(d)(1) Amended and Restated Advisory Agreement dated September 26, 2008 between John Hancock Trust and John Hancock Investment Management Services, LLC previously filed as exhibit (d)(1) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(1)(A) Amendment dated December 19, 2008 to Amended and Restated Advisory Agreement dated September 26, 2008 regarding Short Term Government Income Trust, between John Hancock Trust and John Hancock Investment Management Services, LLC previously filed as exhibit (d)(1)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(1)(B) Amendment dated March 20, 2009 to Amended and Restated Advisory Agreement dated September 26, 2008 regarding Mid Value Trust, between John Hancock Trust and John Hancock Investment Management Services, LLC – previously filed as exhibit 99.( d )(1)(C) to post-effective amendment no. 88 filed on April 30, 2009, accession number 0000950135-09-003297.
   
(d)(1)(C) Amendment dated April 29, 2009 to Amended and Restated Advisory Agreement dated September 26, 2008 regarding Balanced Trust, Core Fundamental Holdings Trust, Core Global Diversification Trust, Core Allocation Trust, Core Balanced Trust, Core Disciplined Diversification Trust and International Index Trust, between John Hancock Trust and John Hancock Investment Management Services, LLC – previously filed as exhibit 99.( d )(1)(D) to post-effective amendment no. 88 filed on April 30, 2009, accession number 0000950135-09-003297.

 

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(d)(1)(D) Amendment dated June 25, 2010 to the Amended and Restated Advisory Agreement dated September 30, 2008 regarding Currency Strategies Trust, International Growth Stock Trust and Ultra Short Term Bond Trust, between John Hancock Trust and John Hancock Investment Management Services, LLC FILED HEREWITH.
   
(d)(1)(E) Amendment to the Amended and Restated Advisory Agreement dated December 28, 2010 to the Amended and Restated Advisory Agreement dated September 30, 2008 between John Hancock Variable Insurance Trust and John Hancock Investment Management Services, LLC , regarding Capital Appreciation Value Fund, between John Hancock Trust and John Hancock Investment Management Services, LLC – FILED HEREWITH.
   
(d)(1)(F) Amendment to the Amended and Restated Advisory Agreement dated March 25, 2011 to the Amended and Restated Advisory Agreement dated September 30, 2008, regarding Bond PS Series, Strategic Allocation Trust, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series, between John Hancock Trust and John Hancock Investment Management Services, LLC previously filed as exhibit (d)(1)(F) to post-effective amendment no. 98 filed on January 11, 2012, accession number 0000950135 0000950123-12-000661.
   
(d)(1)(G) Amendment to Amended and Restated Advisory Agreement dated March 26, 2012 to the Amended and Restated Advisory Agreement dated September 30, 2008 between John Hancock Variable Insurance Trust and John Hancock Investment Management Services, LLC regarding Strategic Equity Allocation Trust   - previously filed as exhibit (d)(1)(G)on April 25, 2012, accession number 0000950123-12-006547.
   
(d)(1)(H) Amendment to Amended and Restated Advisory Agreement dated October 1, 2012 to the Amended and Restated Advisory Agreement dated September 30, 2008 between John Hancock Variable Insurance Trust and John Hancock Investment Management Services, LLC regarding Active Bond Trust, Mutual Shares Trust and Strategic Income Opportunities Trust – previously filed as exhibit (d)(1)(H) on April 26, 2013, accession number 0001133228-13-001677.
   
(d)(1)(I) Amendment to Amended and Restated Advisory Agreement dated October 1, 2013 to the Amended and Restated Advisory Agreement dated September 30, 2008 between John Hancock Variable Insurance Trust and John Hancock Investment Management Services, LLC regarding the Lifestyle Aggressive PS Series – FILED HEREWITH.
   
 (d)(1)(J) Amendment to Amended and Restated Advisory Agreement dated December 18, 2013 to the Amended and Restated Advisory Agreement dated September 30, 2008 between John Hancock Variable Insurance Trust and John Hancock Investment Management Services, LLC regarding each Lifestyle Trust and Lifestyle PS Series previously filed as exhibit (d)(1)(I) on February 11, 2014, accession number  0001133228-14-000682.
   
(d)(1)(K) Amendment dated June 25, 2014 to the Amended and Restated Advisory Agreement dated September 30, 2008 between John Hancock Variable Insurance Trust and John Hancock Investment Management Services, LLC regarding Financial Services Trust, Fundamental Value Trust and Fundamental Large Cap Value Trust- FILED HEREWITH.
   
(d)(1)(L) Amendment dated September 26, 2014 to the Amended and Restated Advisory Agreement dated September 30, 2008 between John Hancock Variable Insurance Trust and John Hancock Investment Management Services, LLC regarding Strategic Income Opportunities Trust- FILED HEREWITH.
   
(d)(1)(M) Amendment dated November 25, 2014 to the Amended and Restated Advisory Agreement dated September 30, 2008 between John Hancock Variable Insurance Trust and John Hancock Investment Management Services, LLC regarding Emerging Market Value Trust- FILED HEREWITH.

 

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(d)(2) Subadvisory Agreement dated April 28, 2006 relating to Emerging Small Company Trust, between the Adviser and Allianz Global Investors U.S. LLC (formerly RCM Capital Management LLC) – previously filed as exhibit (d)(64) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(2)(A) Amendment dated October 6, 2006 to Subadvisory Agreement dated April, 28 2006 relating to Science & Technology Trust, between the Adviser and Allianz Global Investors U.S. LLC (formerly RCM Capital Management LLC) – previously filed as exhibit (d) (65) to post- effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(3) Subadvisory Agreement dated April 29, 2005 relating to Active Bond Trust, Bond Index Trust A, Bond Index Trust B, Managed Trust, and Short-Term Bond Trust, between the Adviser and Declaration Management & Research LLC previously filed as exhibit (d)(7) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(3)(A) Amendment dated October 17, 2005 to Subadvisory Agreement dated April 29, 2005 relating to Active Bond Trust, Bond Index Trust A, Bond Index Trust B, Managed Trust, and Short-Term Bond Trust, between the Adviser and Declaration Management & Research LLC previously filed as exhibit (d)(7)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(3)(B) Amendment dated January 3, 2006 to Subadvisory Agreement dated April 29, 2005 relating to Active Bond Trust, Bond Index Trust A, Bond Index Trust B, Managed Trust, and Short-Term Bond Trust, between the Adviser and Declaration Management & Research LLC previously filed as exhibit (d)(7)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(3)(C) Notice of Termination of Subadvisory Agreement as to the Short Term Bond Trust, dated April 29, 2010. – FILED HEREWITH.
   
(d)(3)(D) Amendment dated July 1, 2011 to Subadvisory Agreement dated April 29, 2005 relating to Total Bond Market Trust A and Total Bond Market Trust B between the Adviser and Declaration Management & Research LLC FILED HEREWITH.
   
(d)(3)(E) Amendment dated January 7, 2012 to Subadvisory Agreement dated April 29, 2005 between the Adviser and Declaration Management & Research LLC FILED HEREWITH.
   
(d)(3)(F) Amendment dated October 1, 2012 to Subadvisory Agreement dated April 29, 2005 relating to Active Bond Trust between the Adviser and Declaration Management & Research LLC FILED HEREWITH.
   
(d)(4) Subadvisory Agreement dated November 23, 2002 relating to All Cap Core Trust, Dynamic Growth Trust, and Real Estate Securities Trust, between the Adviser and Deutsche Asset Management, Inc. previously filed as exhibit (d)(8) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(4)(A) Amendment dated October 17, 2005 to Subadvisory Agreement dated November 23, 2002 relating to All Cap Core Trust, Dynamic Growth Trust, and Real Estate Securities Trust, between the Adviser and Deutsche Asset Management, Inc. previously filed as exhibit (d)(8)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(4)(B) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Asset Management (Hong Kong) Limited and RREEF America, L.L.C – previously filed as exhibit (d)(40) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.

 

9
 

 

(d)(4)(C) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Asset Management International GMBH and RREEF America, L.L.C – previously filed as exhibit (d)(41) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(4)(D) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Investments Australia Limited and RREEF America, L.L.C – previously filed as exhibit (d)(42) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(4)(E) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Asset Management, Inc. and RREEF America L.L.C – previously filed as exhibit (d)(47) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(4)(F) Sub-Subadvisory Agreement dated April 28, 2006 between RREEF America L.L.C and RREEF Global Advisers Limited – previously filed as exhibit (d)(48) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(4)(G) Amendment dated April 28, 2006 to Subadvisory Agreement dated November 23, 2002 relating to Global Real Estate Trust, between the Adviser and Deutsche Asset Management, Inc. – previously filed as exhibit (d)(57) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(4)(H) Amendment dated June 30, 2006 to Subadvisory Agreement dated November 23, 2002 relating to Dynamic Growth Trust, between the Adviser and Deutsche Asset Management, Inc. – previously filed as exhibit (d)(58) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(4)(I) Agreement Regarding Transfer of Management Agreement dated November 8, 2006 between Deutsche Asset Management, Inc. ("DAMI") and Deutsche Investment Management Americas Inc. ("DIMA") previously filed as exhibit (d)(8)(I) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(4)(J) Amendment dated April 8, 2013 to Subadvisory Agreement between the Adviser and Deutsche Asset Management, Inc. FILED HEREWITH.
   
(d)(5) Subadvisory Agreement dated April 28, 2006 relating to International Small Company Trust, between the Adviser and Dimensional Fund Advisors Inc. – previously filed as exhibit (d)(43) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(5)(A) Amendment dated April 30, 2007 to Subadvisory Agreement dated April 28, 2006 relating to addition of Emerging Markets Value Trust, between the Adviser and Dimensional Fund Advisors LP – previously filed as exhibit (d)(73) to post-effective amendment no. 76 on October 12, 2007, accession number 0000950135-07-006125.
   
(d)(5)(B) Amendment dated April 28, 2008 to Subadvisory Agreement dated April 28, 2006 relating to addition of Disciplined Diversification Trust, between the Adviser and Dimensional Fund Advisors Inc. previously filed as exhibit (d)(9)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(5)(C) Amendment dated December 19, 2008 to Subadvisory Agreement dated April 28, 2006 relating to addition of Small Cap Opportunities Trust, between the Adviser and Dimensional Fund Advisors LP previously filed as exhibit (d)(9)(C) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(5)(D) Amendment dated June 25, 2010 to Subadvisory Agreement dated April 28, 2006 between the Adviser and Dimensional Fund Advisors LP – FILED HEREWITH.

 

10
 

 

(d)(5)(E) Amendment dated May 17, 2013 to Subadvisory Agreement dated April 28, 2006 between the Adviser and Dimensional Fund Advisors LP – FILED HEREWITH.
   
(d)(5)(F) Amendment dated November 25, 2014 to Subadvisory Agreement dated April 28, 2006 between the Adviser and Dimensional Fund Advisors LP – FILED HEREWITH.
   
(d)(6) Subadvisory Agreement dated July 26, 2010, between the Adviser and First Quadrant, L.P. FILED HEREWITH.
   
(d)(6)(A) Amendment dated May 17, 2013 to Subadvisory Agreement dated July 26, 2010, between the Adviser and First Quadrant, L.P. FILED HEREWITH.
   
(d)(7) Subadvisory Agreement dated April 30, 2007 relating to Income Trust, between the Adviser and Franklin Advisers, Inc. – previously filed as exhibit (d)(50) to post-effective amendment no. 76 on October 12, 2007, accession number 0000950135-07-006125.
   
(d)(7)(A) Amendment dated June 25, 2010 to the Subadvisory Agreement dated April 30, 2007 relating to Income Trust, between the Adviser and Franklin Advisers, Inc. FILED HEREWITH.
   
(d)(7)(B) Amendment dated May 17, 2013 to the Subadvisory Agreement dated April 30, 2007 relating to Income Trust, between the Adviser and Franklin Advisers, Inc. FILED HEREWITH .
   
(d)(8) Subadvisory Agreement dated April 30, 2007 relating to Mutual Shares Trust, between the Adviser and Franklin Mutual Advisers, LLC – previously filed as exhibit (d)(50) to post-effective amendment no. 76 on October 12, 2007, accession number 0000950135-07-006125.
   
(d)(8)(A) Amendment dated March 25, 2011 to Subadvisory Agreement relating to Mutual Shares Trust, between the Adviser and Franklin Mutual Advisers, LLC– FILED HEREWITH.
   
(d)(8)(B) Amendment dated May 17, 2013 to Subadvisory Agreement dated April 30, 2007 relating to Mutual Shares Trust, between the Adviser and Franklin Mutual Advisers, LLC– FILED HEREWITH.
   
(d)(9) Amended and Restated Subadvisory Agreement dated October 17, 2005 relating to Growth, Growth Opportunities, Growth & Income, International Growth, International Stock, Intrinsic Value, Managed, U.S. Multi Sector and Value Opportunities Trusts, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC previously filed as exhibit (d)(14) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(9)(A) Amendment dated October 1, 2009 to Subadvisory Agreement dated October 17, 2005, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC – FILED HEREWITH.
   
(d)(9)(B) Notice of Termination of Subadvisory Agreement as to the Growth Trust, Growth Opportunities Trust, International Growth Trust, Intrinsic Value Trust and Value Opportunities Trust, dated April 30, 2010, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC FILED HEREWITH .
   
(d)(9)(C) Amendment dated January 19, 2012 to Subadvisory Agreement dated October 17, 2005, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC – FILED HEREWITH.
   
(d)(9)(D) Notice of Termination of Subadvisory Agreement as to the Large Cap Trust dated April 23, 2012, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC – FILED HEREWITH.
   
(d)(10) Subadvisory Agreement January 28, 1999 relating Aggressive Growth Trust and Mid Cap Growth Trust, between the Adviser and Invesco Advisers, Inc. (formerly, A I M Capital Management, Inc.) previously filed as exhibit (d)(15) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.

 

11
 

 

(d)(10)(A) Amendment to Subadvisory Agreement dated January 28, 1999 relating to International Growth Stock Trust between the Adviser and Invesco Advisers, Inc. (formerly, A I M Capital Management, Inc.) previously filed as exhibit (d)(15)(F)(1) to post-effective amendment no. 92 filed on May 13, 2010, accession number 0000950123-10-048878.
   
(d)(10)(B) Amendment date December 30, 2001 to Subadvisory Agreement dated January 28, 2001 relating to All Cap Growth Trust, between the Adviser and Invesco Advisers, Inc. (formerly, A I M Capital Management, Inc.) previously filed as exhibit (d)(15)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(10)(C) Amendment dated May 1, 2003 to Subadvisory Agreement dated January 28, 1999 relating to Mid Cap Core Trust, between the Adviser and A I M Capital Management, Inc. – previously filed as exhibit (d)(15)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(10)(D) Amendment dated October 17, 2005 to Subadvisory Agreement dated January 28, 1999 relating to Small Company Growth Trust, between the Adviser and Invesco Advisers, Inc. (formerly, A I M Capital Management, Inc.) previously filed as exhibit (d)(15)(C) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(10)(E) Amendment dated April 28, 2006 to Subadvisory Agreement dated January 28, 1999 relating to All Cap Growth Trust, between the Adviser and Invesco Advisers, Inc. (formerly, A I M Capital Management, Inc.) – previously filed as exhibit (d)(52) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(10)(F) Amendment dated June 30, 2006 to Subadvisory Agreement dated January 28, 1999 relating to Mid Cap Core Trust between the Adviser and Invesco Advisers, Inc. (formerly, A I M Capital Management, Inc.) – previously filed as exhibit (d)(53) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(10)(G) Amendment dated July 1, 2007 to Subadvisory Agreement dated January 28, 1999 relating to All Cap Growth Trust between the Adviser and Invesco Advisers, Inc. (formerly, A I M Capital Management, Inc.) – previously filed as exhibit (d)(76) to post-effective amendment no. 76 on October 12, 2007, accession number 0000950135-07-006125.
   
(d)(10)(H) Amendment dated June 19, 2008 to Subadvisory Agreement dated January 28, 1999 relating to subadviser name change to Invesco A I M Capital Management, Inc. between the Adviser and A I M Capital Management, Inc. previously filed as exhibit (d)(15)(G) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(10)(I) Amendment dated September 26, 2008 to Subadvisory Agreement dated January 28, 1999 relating to subadviser use of agents between the Adviser and Invesco A I M Capital Management, Inc. previously filed as exhibit (d)(15)(H) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(10)(J) Amendment dated June 1, 2010 to Subadvisory Agreement dated January 28, 1999 between the Adviser and Invesco A I M Capital Management, Inc. –FILED HEREWITH.
   
(d)(10)(K) Amendment dated June 25, 2010 to Subadvisory Agreement dated January 28, 1999 relating to International Growth Stock Trust and Small Company Growth Trust between the Adviser and Invesco A I M Capital Management, Inc. –FILED HEREWITH.
   
(d)(10)(L) Amendment dated July 20, 2012 to Subadvisory Agreement dated January 28, 1999 relating to International Opportunities Trust between the Adviser and Invesco A I M Capital Management, Inc. –FILED HEREWITH.

 

12
 

 

(d)(11) Subadvisory Agreement dated November 1, 2000 relating to Capital Appreciation Trust, between the Adviser and Jennison Associates LLC previously filed as exhibit (d)(16) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(11)(A) Amendment dated October 17, 2005 to Subadvisory Agreement dated November 1, 2001 relating to Capital Appreciation Trust, between the Adviser and Jennison Associates LLC previously filed as exhibit (d)(16)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(11)(B) Amendment dated April 28, 2006 to Subadvisory Agreement dated November 1, 2001 relating to Capital Appreciation Trust, between the Adviser and Jennison Associates LLC – previously filed as exhibit (d)(60) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(12) Subadvisory Agreement dated April 28, 2006 relating to Emerging Growth Trust and High Income Trust, between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC (formerly MFC Global Investment Management (U.S.), LLC) – previously filed as exhibit (d)(67) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(12)(A) Amendment dated April 30, 2007 to Subadvisory Agreement dated April 28, 2006 relating to Small Cap Intrinsic Value Trust, between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC – previously filed as exhibit (d)(73) to post-effective amendment no. 76 on October 12, 2007, accession number 0000950135-07-006125.
   
(d)(12)(B) Amendment dated December 29, 2008 to Subadvisory Agreement dated April 28, 2006 relating to Short Term Government Income Trust between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC previously filed as exhibit (d)(19)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(12)(C) Amendment to the Subadvisory Agreement dated March 25, 2011 to the Subadvisory Agreement dated April 28, 2006 relating to Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series, Lifestyle Moderate PS Series, Strategic Allocation Trust, Bond PS Series, Optimized All Cap Trust and Optimized Value Trust, between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC previously filed as exhibit (d)(20)(S) to post-effective amendment no. 98 filed on January 11, 2012, accession number 0000950135 0000950123-12-000661.
   
(d)(12)(D) Amendment to the Subadvisory Agreement dated July 1, 2011 to the Subadvisory Agreement dated April 28, 2006 relating to Bond PS Series and Bond Trust, between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC previously filed as exhibit (d)(36)(D) to post-effective amendment no. 98 filed on January 11, 2012, accession number 0000950135 0000950123-12-000661 .
   
(d)(12)(E) Amendment to the Subadvisory Agreement dated September 26, 2011 to the Subadvisory Agreement dated April 28, 2006 relating to Fundamental All Cap Core Trust and Fundamental Large Cap Value Trust, between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC previously filed as exhibit (d)(36)(C) to post-effective amendment no. 98 filed on January 11, 2012, accession number 0000950135 0000950123-12-000661 .
   
(d)(12)(F) Amendment to the Subadvisory Agreement dated March 23, 2012 to the Subadvisory Agreement dated April 28, 2006 relating to Strategic Equity Allocation Trust, between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC – p reviously filed as exhibit (d)(36)(E) to post-effective amendment no. 100 on April 25, 2012, accession number 0000950123-12-006547.

 

13
 

 

(d)(12)(G) Amendment to Subadvisory Agreement relating to Lifestyle Aggressive PS Series dated October 30, 2013 to the Subadvisory Agreement dated April 28, 2006, between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC FILED HEREWITH .
   
(d)(12)(H) Amendment to Subadvisory Agreement relating to Financial Services Trust and Fundamental Value Trust dated June 25, 2014 to the Subadvisory Agreement dated April 28, 2006, between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (US) LLC FILED HEREWITH .
   
(d)(12)(I) Notice of Termination of Subadvisory Agreement as to the High Income Trust dated April 29, 2011 – FILED HEREWITH .
   
(d)(12)(J) Notice of Termination of Subadvisory Agreement as to the Core Balanced Strategy Trust, Core Allocation Trust, Core Disciplined Diversification Trust and Core Balanced Trust dated April 27, 2012 – FILED HEREWITH .
   
(d)(12)(K) Notice of Termination of Subadvisory Agreement as to the Core Fundamental Holdings Trust, Core Global Diversification Trust, Fundamental Holdings Trust and Global Diversification Trust dated December 4, 2013 – FILED HEREWITH.
   
(d)(12)(L) Notice of Termination of Subadvisory Agreement as to the Bond PS Series and Fundamental Value Trust dated November 7, 2014 – FILED HEREWITH.
   
(d)(13) Amended and Restated Subadvisory Consulting Agreement dated April 30, 2004 between the Adviser, John Hancock Asset Management a division of Manulife Asset Management (North America) Limited and Deutsche Asset Management, Inc. previously filed as exhibit (d)(20)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(13)(A) Amendment dated October 17, 2005 to Amended and Restated Subadvisory Consulting Agreement dated April 30, 2004 relating to Lifestyle Aggressive 1000, Lifestyle Growth 820, Lifestyle Balanced 640, Lifestyle Moderate 460, and Lifestyle Conservative 280 Trusts, between the Adviser, John Hancock Asset Management a division of Manulife Asset Management (North America) Limited and Deutsche Asset Management, Inc. previously filed as exhibit (d)(20)(E) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(13)(B) Subadvisory Consulting Agreement dated December 13, 2006 relating to Absolute Return Trust, between John Hancock Asset Management a division of Manulife Asset Management (US) LLC and John Hancock Asset Management a division of Manulife Asset Management (North America) Limited previously filed as exhibit (d)(20)(H) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(13)(C) Amendment dated December 26, 2007 to Amended and Restated Subadvisory Consulting Agreement dated April 30, 2004 relating to Lifecycle 2010, Lifecycle 2015, Lifecycle 2020, Lifecycle 2025, Lifecycle 2030, Lifecycle 2035, Lifecycle 2040, Lifecycle 2045, Lifecycle 2050, and Lifecycle Retirement Trusts, between the Adviser, John Hancock Asset Management a division of Manulife Asset Management (North America) Limited and Deutsche Investment Management Americas Inc. previously filed as exhibit (d)(20)(L) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(13)(D) Amended and Restated Subadvisory Agreement dated March 25, 2011 between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (North America) Limited FILED HEREWITH.

 

14
 

 

(d)(13)(E) Notice of Termination of Subadvisory Agreement as to the Core Balanced Strategy Trust dated April 27, 2012 to Subadvisory Agreement between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (North America) Limited FILED HEREWITH.
   
(d)(14) Subadvisory Agreement dated April 30, 2001 relating to Capital Opportunities Trust, Strategic Growth Trust, and Utilities Trust between the Adviser and Massachusetts Financial Services Company previously filed as exhibit (d)(21) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(14)(A) Amendment October 17, 2005 to Subadvisory Agreement dated April 30, 2001 relating to Strategic Value Trust and Utilities Trust, between the Adviser and Massachusetts Financial Services Company previously filed as exhibit (d)(20)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(14)(B) Amendment dated June 30, 2006 to Subadvisory Agreement dated April 30, 2001 relating to Strategic Value Trust and Utilities Trust, between the Adviser and Massachusetts Financial Services Company – previously filed as exhibit (d) (62) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(15) Subadvisory Agreement dated May 1, 2000 relating to Global Bond Trust and Total Return Trust, between the Adviser and Pacific Investment Management Company previously filed as exhibit (d)(23) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(15)(A) Amendment dated December 30, 2001 to Subadvisory Agreement dated May 5, 2000 relating to Global Return Trust and Total Return Trust, between the Adviser and Pacific Investment Management Company previously filed as exhibit (d)(23)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(15)(B) Amendment dated May 1, 2003 to Subadvisory Agreement dated May 5, 2000 relating to addition of Real Return Bond Trust, between the Adviser and Pacific Investment Management Company previously filed as exhibit (d)(23)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(15)(C) Amendment dated June 29, 2007 to Subadvisory Agreement dated May 5, 2000 relating to Real Return Bond Trust, between the Adviser and Pacific Investment Management Company – previously filed as exhibit (d)(74) to post-effective amendment no. 76 on October 12, 2007, accession number 0000950135-07-006125.
   
(d)(15)(D) Amendment dated April 28, 2008 to Subadvisory Agreement dated May 5, 2000 relating to Total Return Bond Trust, between the Adviser and Pacific Investment Management Company previously filed as exhibit (d)(23)(D) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(16) Subadvisory Agreement dated May 30, 2014 between the Adviser and QS Investors, LLC FILED HEREWITH.
   
(d)(16)(A) Notice of Termination dated December 18, 2014 to Subadvisory Agreement dated May 30, 2014 between the Adviser and QS Investors, LLC FILED HEREWITH.
   
(d)(17) Subadvisory Agreement dated April 29, 2005 relating to International Equity Index Trust A and International Equity Index Trust B, between the Adviser and SSgA Funds Management, Inc. previously filed as exhibit (d)(28) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.

 

15
 

 

(d)(17)(A) Amendment dated October 10, 2005 to Subadvisory Agreement dated April 29, 2005 relating to International Equity Index Trust A and International Equity Index Trust B, between the Adviser and SSgA Funds Management, Inc. previously filed as exhibit (d)(28)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(18) Subadvisory Agreement dated January 28, 1999 between Manufacturers Securities Services, LLC and T. Rowe Price Associates, Inc. previously filed as exhibit (d)(29) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(18)(A) Amendment dated April 30, 2001 to Subadvisory Agreement dated January 28, 1999 relating to Health Sciences Trust and Small Company Value Trust, between the Adviser and T. Rowe Price Associates, Inc. previously filed as exhibit (d)(29)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(18)(B) Amendment dated December 30, 2001 to Subadvisory Agreement dated January 28, 1999 relating to Blue Chip Growth Trust and Equity-Income Trust, between the Adviser and T. Rowe Price Associates, Inc. previously filed as exhibit (d)(29)(C) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(18)(C) Amendment dated April 29, 2005 to Subadvisory Agreement dated January 28, 1999 relating to Mid Value Trust, between the Adviser and T. Rowe Price Associates, Inc. previously filed as exhibit (d)(29)(D) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(18)(D) Amendment dated October 17, 2005 to Subadvisory Agreement dated January 28, 1999 relating to Spectrum Income Trust, between the Adviser and T. Rowe Price Associates, Inc. previously filed as exhibit (d)(29)(E) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(18)(E) Amendment dated April 28, 2006 to Subadvisory Agreement dated January 28, 1999 relating to Real Estate Equity Trust, between the Adviser and T. Rowe Price Associates, Inc. – previously filed as exhibit (d) (68) to post-effective amendment no. 69 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(18)(F) Amendment dated October 6, 2006 to Subadvisory Agreement dated January 28, 1999 relating to Science & Technology Trust, between the Adviser and T. Rowe Price Associates, Inc. – previously filed as exhibit (d) (69) to post-effective amendment no. 69 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(18)(G) Amendment dated January 17, 2008 to Subadvisory Agreement dated January 28, 1999 relating to U.S. Global Leaders Growth Trust, between the Adviser and T. Rowe Price Associates, Inc. – previously filed as exhibit (d)(81) to post-effective amendment no. 78 on February 13, 2008 accession number 0000950135-08-000895.
   
(d)(18)(H) Amendment dated April 28, 2008 to Subadvisory Agreement dated January 28, 1999 relating to Capital Appreciation Value Trust, between the Adviser and T. Rowe Price Associates, Inc. previously filed as exhibit (d)(29)(I) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(18)(I) Amendment dated December 19, 2008 to Subadvisory Agreement dated January 28, 1999 relating to Small Company Trust and Classic Value Trust, between the Adviser and T. Rowe Price Associates, Inc. previously filed as exhibit (d)(29)(J) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(18)(J) Amendment dated January 9, 2009 to Subadvisory Agreement dated January 28, 1999 relating to Mid Cap Value Trust, between the Adviser and T. Rowe Price Associates, Inc. previously filed as exhibit (d)(29)(K) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.

 

16
 

 

(d)(18)(K) Amendment dated March 20, 2009 to Subadvisory Agreement dated April 29, 2009 relating to Balanced Trust, between the Adviser and T. Rowe Price Associates, Inc. – previously filed as exhibit 99.( d )(29)(L) to post-effective amendment no. 88 filed on April 30, 2009, accession number 0000950135-09-003297.
   
(d)(18)(L) Amendment dated April 29, 2009 to Subadvisory Agreement dated April 29, 2009 relating to Mid Value Trust, between the Adviser and T. Rowe Price Associates, Inc. – previously filed as exhibit 99.( d )(29)(M) to post-effective amendment no. 88 filed on April 30, 2009, accession number 0000950135-09-003297.
   
(d)(18)(M) Amendment dated December 31, 2010 to Subadvisory Agreement dated January 28, 1999 relating to Large Cap Value Trust, between the Adviser and T. Rowe Price Associates, Inc. – FILED HEREWITH.
   
(d)(19) Subadvisory Agreement dated December 8, 2003 relating to Global Equity Trust, between the Adviser and Templeton Global Advisors, Limited previously filed as exhibit (d)(30) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(19)(A) Amendment dated April 29, 2005 to Subadvisory Agreement dated December 8, 2003 relating to Global Equity Trust, between the Adviser and Templeton Global Advisors, Limited previously filed as exhibit (d)(30)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(19)(B) Amendment dated October 17, 2005 to Subadvisory Agreement dated December 8, 2003 relating to Global Equity Trust, between the Adviser and Templeton Global Advisors, Limited previously filed as exhibit (d)(30)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(19)(C) Amendment dated May 17, 2013 to Subadvisory Agreement dated December 8, 2003, between the Adviser and Templeton Global Advisors, Limited – FILED HEREWITH.
   
(d)(20) Subadvisory Agreement dated February 1, 1999 relating to International Value Trust, between the Adviser and Templeton Investment Counsel, Inc. previously filed as exhibit (d)(31) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(20)(A) Amendment dated May 1, 2003 to Subadvisory Agreement dated February 2, 1999 relating to International Value Trust, between the Adviser and Templeton Investment Counsel, Inc. previously filed as exhibit (d)(31)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(20)(B) Amendment dated December 8, 2003 to Subadvisory Agreement dated February 2, 1999 relating to International Small Cap Trust, between the Adviser and Templeton Investment Counsel, Inc. previously filed as exhibit (d)(31)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(20)(C) Amendment dated April 29, 2005 to Subadvisory Agreement dated February 2, 1999 relating to International Value Trust, between the Adviser and Templeton Investment Counsel, Inc. previously filed as exhibit (d)(31)(C) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(20)(D) Amendment dated October 17, 2005 to Subadvisory Agreement dated February 2, 1999 relating to International Small Cap Trust and International Value Trust, between the Adviser and Templeton Investment Counsel, Inc. previously filed as exhibit (d)(31)(D) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(20)(E) Sub-Subadvisory Agreement dated December 14, 2007, between Templeton Investment Counsel, Inc. and Templeton Global Advisors, Limited previously filed as exhibit (d)(31)(E) to

 

17
 

 

 

  post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(20)(F) Notice of Termination of Subadvisory Agreement as to the Overseas Equity Trust dated April 26, 2010 to the Subadvisory Agreement dated February 1, 1999, between the Adviser and Templeton Investment Counsel, Inc. –FILED HEREWITH.
   
(d)(20)(G) Amendment dated May 17, 2013 to Subadvisory Agreement dated February 1, 1999, between the Adviser and Templeton Investment Counsel, Inc. –FILED HEREWITH.
   
(d)(21) Subadvisory Agreement dated January 29, 1999 relating to Growth & Income Trust, Investment Quality Bond Trust, and Mid Cap Stock Trust, between the Adviser and Wellington Management Company, LLP previously filed as exhibit (d)(33) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(21)(A) Amendment dated December 30, 2001 to Subadvisory Agreement dated January 29, 1999 relating to Growth & Income Trust, Investment Quality Bond Trust, and Mid Cap Stock Trust, between the Adviser and Wellington Management Company, LLP previously filed as exhibit (d)(33)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(21)(B) Amendment dated April 29, 2005 to Subadvisory Agreement dated January 29, 1999 relating to Small Cap Growth Trust and Small Cap Value Trust, between the Adviser and Wellington Management Company, LLP previously filed as exhibit (d)(33)(C) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(21)(C) Amendment dated October 17, 2005 to Subadvisory Agreement dated January 29, 1999 relating to removal of Growth & Income Trust, between the Adviser and Wellington Management Company, LLP previously filed as exhibit (d)(33)(D) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(21)(D) Amendment dated April 30, 2007 to Subadvisory Agreement dated January 29, 1999 relating to Mid Cap Intersection Trust, between the Adviser and Wellington Investment Management – previously filed as exhibit (d)(73) to post-effective amendment no. 76 on October 12, 2007, accession number 0000950135-07-006125.
   
(d)(21)(E) Amendment dated June 29, 2007 to Subadvisory Agreement dated January 29, 1999 relating to Special Value Trust, between the Adviser and Wellington Management Company, LLP, – previously filed as exhibit (d)(75) to post-effective amendment no. 76 on October 12, 2007, accession number 0000950135-07-006125.
   
(d)(21)(F) Amendment dated December 14, 2007 to Subadvisory Agreement dated January 29, 1999 relating to Dynamic Growth Trust, between the Adviser and Wellington Management Company, LLP – previously filed as exhibit (d)(57) to post-effective amendment no. 78 on February 13, 2008 accession number 0000950135-08-000895.
   
(d)(21)(G) Amendment dated January 2, 2008 to Subadvisory Agreement dated January 29, 1999 relating to Global Asset Allocation Trust, between the Adviser and Wellington Management Company, LLP – previously filed as exhibit (d)(79) to post-effective amendment no. 78 on February 13, 2008 accession number 0000950135-08-000895.
   
(d)(21)(H) Amendment dated September 26, 2008 to Subadvisory Agreement dated January 29, 1999 relating to Alpha Opportunities Trust, between the Adviser and Wellington Management Company, LLP previously filed as exhibit (d)(33)(I) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.

 

18
 

 

(d)(22) Subadvisory Agreement dated April 29, 2005 relating to U.S. High Yield Trust and Core Bond Trust, between the Adviser and Wells Capital Management, Incorporated previously filed as exhibit (d)(34) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(22)(A) Amendment dated October 17, 2005 to Subadvisory Agreement dated April 29, 2005 relating to U.S. High Yield Trust and Core Bond Trust, between the Adviser and Wells Capital Management, Incorporated previously filed as exhibit (d)(34)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(22)(B) Amendment dated June 30, 2006 to Subadvisory Agreement dated April 29, 2005 relating to U.S. High Yield Trust and Core Bond Trust, between the Adviser and Wells Capital Management, Incorporated – previously filed as exhibit (d)(73) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(22)(C) Notice of Termination of Subadvisory Agreement as to the U.S. High Yield Bond Trust, dated November 1, 2010, to Subadvisory Agreement dated April 29, 2005, between the Adviser and Wells Capital Management, Incorporated- FILED HEREWITH.
   
(d)(23) Subadvisory Agreement dated April 28, 2006 relating to High Yield Trust, Strategic Bond Trust and U.S. Government Securities Trust, between the Adviser and Western Asset Management Company – previously filed as exhibit (d)(49) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(23)(A) Sub-Subadvisory Agreement dated April 28, 2006 relating to High Yield Trust and Strategic Bond Trust, between Western Asset Management Company and Western Asset Management Company Limited – previously filed as exhibit (d) (50) to post-effective amendment no. 72 filed on February 13, 2007, accession number 0000950135-07-000767.
   
(d)(23)(B) Amendment dated October 1, 2008 to Subadvisory Agreement dated April 28, 2006 relating to Floating Rate Income Trust (WA Portfolio #3073) , between the Adviser and Western Asset Management Company previously filed as exhibit (d)(35)(C) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(d)(23)(C) Notice of Termination of Subadvisory Agreement as to the U.S. Government Securities Trust, dated April 30, 2010 to the Subadvisory Agreement dated April 28, 2006, between the Adviser and Western Asset Management Company – FILED HEREWITH.
   
(d)(23)(D) Notice of Termination of Subadvisory Agreement as to the Strategic Bond Trust, dated November 5, 2010 to the Subadvisory Agreement dated April 28, 2006, between the Adviser and Western Asset Management Company – FILED HEREWITH.
   
(d)(23)(E) Notice of Termination of Subadvisory Agreement as to the Floating Rate Income Trust, dated December 31, 2010 to the Subadvisory Agreement dated April 28, 2006, between the Adviser and Western Asset Management Company – FILED HEREWITH.
   
(e) Distribution Agreement dated January 1, 2002 as amended June 26, 2003 previously filed as exhibit (d)(1)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(e)(1) Amendment dated September 28, 2004 to Distribution Agreement dated January 1, 2002 as amended June 26, 2003 previously filed as exhibit (e)(2) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(e)(2) Amendment dated May 28, 2010 to Distribution Agreement dated January 1, 2002 as amended June 26, 2003– FILED HEREWITH.
   
(f) Not Applicable

 

19
 

 

(g) Custodian Agreement dated September 26, 2008 between the Trust and State Street Bank and Trust Company previously filed as exhibit (g) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(g)(1) Master Global Custodial Services Agreement dated March 3, 2014 between the Trust and Citibank. N.A. – FILED HEREWITH.
   
(h)(1) Participation Agreement dated July 1, 2003, as amended May 1, 2004, April 20, 2005, March 26, 2007 among the Trust and The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of New York, John Hancock Life Insurance Company, and John Hancock Variable Life Insurance Company, each on behalf of itself and its variable annuity and variable life insurance separate accounts, and John Hancock Distributors, LLC previously filed as exhibit (h)(1) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(h)(1)(A) Amendment dated September 29, 2007 to Participation Agreement dated May 1, 2003, as amended May 1, 2004, April 20, 2005, March 26, 2007 among the Trust and The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of New York, John Hancock Life Insurance Company, and John Hancock Variable Life Insurance Company, each on behalf of itself and its variable annuity and variable life insurance separate accounts, and John Hancock Distributors, LLC previously filed as exhibit (h)(1)(A) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(h)(1)(B) Amendment dated October 1, 2007 to Participation Agreement dated May 1, 2003, as amended May 1, 2004, April 20, 2005, March 26, 2007 among the Trust and The Manufacturers Life Insurance Company (U.S.A.), The Manufacturers Life Insurance Company of New York, John Hancock Life Insurance Company, and John Hancock Variable Life Insurance Company, each on behalf of itself and its variable annuity and variable life insurance separate accounts, and John Hancock Distributors, LLC previously filed as exhibit (h)(1)(B) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(h)(2) AFIS Fund Participation Agreement dated November 9, 2007 (“AFIS Participation Agreement”), among the Trust, John Hancock Investment Management Services, LLC, John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, on behalf of themselves and certain of their separate accounts, and Capital Research and Management Company previously filed as exhibit (h)(2) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(h)(3) Transfer Agency Agreement (Series III) dated July 1, 2003 between Boston Financial Data Services and the Trust previously filed as exhibit (h)(3) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(h)(4) ClearSky Agreement (Series III) dated May 12, 2003 between Automated Business Development Corp and the Trust previously filed as exhibit (h)(4) to post-effective amendment no. 84 filed on February 13, 2009, accession number 0000950135-09-000965.
   
(h)(5) Services Agreement dated March 3, 2014 between the Trust and Citi Fund Services Ohio, Inc. – FILED HEREWITH.
   
(h)(5)(A) Amendment No.1 dated February 1, 2015 to Services Agreement dated March 3, 2014 between the Trust and Citi Fund Services Ohio, Inc. – FILED HEREWITH .
   
(h)(6) Agreement to Waive Advisory Fees and Reimburse Expenses dated January 2, 2015 between the Registrant and John Hancock Advisers, LLC. – FILED HEREWITH.
   
(i) Legal Opinion – FILED HEREWITH.

 

20
 

 

(j) Consent of Independent Public Accounting Firm, PricewaterhouseCoopers LLP   - FILED HEREWITH.
   
(k) Not Applicable
   
(l) Not Applicable
   
(m) Series I Shares Rule 12b-1 Plan (formerly Class A Shares) dated September 21, 2001, as amended April 4, 2002, June 26, 2003, April 1, 2004, December 13, 2004, June 23, 2005, September 23, 2005, December 13, 2005, March 30, 2006, March 23, 2007, September 28, 2007, June 27, 2008, March 25, 2011, March 23, 2012, June 30, 2012 and September 27, 2013  –   FILED HEREWITH.
   
(m)(1) Series II Shares Rule 12b-1 Plan (formerly Class B Shares) dated September 21, 2001, as amended April 4, 2002, June 26, 2003, April 1, 2004, December 13, 2004, June 23, 2005, September 23, 2005, December 13, 2005, March 30, 2006, March 23, 2007, September 28, 2007, June 27, 2008, March 25, 2011, March 23, 2012, June 30, 2012 and September 27, 2013  –   FILED HEREWITH.
   
(m)(2) Series III Shares Rule 12b-1 Plan  dated March 23, 2007, as amended September 28, 2007, March 20, 2009, June 25, 2010, March 25, 2011, March 23, 2012 and September 27, 2013  –   FILED HEREWITH.
   
(n) Rule 18f-3 Plan dated September 21, 2001, as amended April 4, 2002, June 26, 2003, December 13, 2004, June 23, 2005, December 13, 2005, March 30, 2006, March 23, 2007, September 28, 2007, March 25, 2008, March 23, 2012, June 30, 2013 and September 27, 2013 – FILED HEREWITH.
   
(o) Not Applicable.
   
(p) Codes of Ethics of the Registrant and its Investment Adviser and Subadvisers.
   
(p)(1) Codes of Ethics. Code of Ethics dated January 1, 2008 (as revised January 1, 2015) of John Hancock Advisers, LLC, John Hancock Investment Management Services, LLC, John Hancock Funds, LLC, John Hancock Distributors, LLC, and each open-end and closed-end fund advised by a John Hancock advisor. – FILED HEREWITH.
   
(p)(2) Code of Ethics dated September 1, 2013 for Declaration Management & Research LLC, John Hancock Asset Management a division of Manulife Asset Management (US) LLC and John Hancock Asset Management a division of Manulife Asset Management (North America) LLC – FILED HEREWITH .
   
(p)(3) Code of Ethics for Deutsche Asset Management, Inc. (U.S). — FILED HEREWITH .
   
(p)(4) Code of Ethics for Dimensional Fund Advisors, Inc. dated March 1, 2013 — FILED HEREWITH .
   
(p)(5) Code of Ethics for Franklin Advisers, Inc., Franklin Mutual Advisers, LLC and Franklin Templeton Investments dated May 1, 2013— FILED HEREWITH .
   
(p)(6) Code of Ethics of First Quadrant, L.P. dated April 2013 – FILED HEREWITH.
   
(p)(7) Code of Ethics for Grantham, Mayo, Van Otterloo & Co. LLC dated November 1, 2013— FILED HEREWITH .
   
(p)(8) Code of Ethics for Invesco Advisers, Inc. dated January 1, 2014 – FILED HEREWITH.
   
(p)(9) Code of Ethics for Jennison Associates LLC dated October 31, 2013 – FILED HEREWITH.

 

21
 

 

(p)(10) Code of Ethics for Massachusetts Financial Services Company dated November 22, 2013– FILED HEREWITH.
   
(p)(11) Code of Ethics for Pacific Investment Management Company LLC dated March 2014 FILED HEREWITH.
   
(p)(12) Code of Ethics for QS Investors, LLC dated August 19, 2013– FILED HEREWITH.
   
(p)(13) Code of Ethics for SSgA Funds Management, Inc. dated April 1, 2012 FILED HEREWITH.
   
(p)(14) Code of Ethics of T. Rowe Price Associates, Inc. dated June 3, 2013 — FILED HEREWITH.
   
(p)(15) Code of Ethics of Wells Capital Management, Incorporated dated August 2, 2012 — previously filed as exhibit (p)(8) to post-effective amendment no. 104 on April 26, 2013, accession number 0001133228-13-001677.
   
(p)(16) Code of Ethics Wellington Management Company, LLP dated January 1, 2015 - FILED HEREWITH.
   
(p)(17) Code of Ethics for Western Asset Management dated November 1, 2013 –   FILED HEREWITH.
   
(q) Power of Attorney dated March 12, 2015 — All Trustees — FILED HEREWITH.

 

Item 29.    Persons Controlled by or Under Common Control with Registrant

 

Two of the Trust shareholders are:

 

(i) John Hancock Life Insurance Company of New York ("John Hancock New York"),

 

(ii) John Hancock Life Insurance Company (U.S.A.) ("John Hancock USA"),

 

John Hancock New York and John Hancock USA (collectively, the “Companies”) hold Trust shares attributable to variable contracts in their respective separate accounts. Fund of Funds of the Trust are also shareholders of certain of the Trust portfolios. A company will vote all shares of each portfolio of the Trust issued to such company in proportion to timely instructions received from owners of the contracts participating in separate accounts registered under the Investment Company Act of 1940, as amended. The Trust will vote all shares of a portfolio issued to a fund of funds in proportion to such instructions.

 

22
 

 

 

23
 

 

Item 30.    Indemnification

 

Sections 6.4 and 6.5 of the Agreement and Declaration of Trust of the Registrant provide that the Registrant shall indemnify each of its Trustees and officers against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and against all expenses, including but not limited to accountants and counsel fees, reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Trustee or officer may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except that indemnification shall not be provided if it shall have been finally adjudicated in a decision on the merits by the court or other body before which the proceeding was brought that such Trustee or officer (i) did not act in good faith in the reasonable belief that his or her action was in the best interests of the Registrant or (ii) is liable to the Registrant or its

 

24
 

 

shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (“Securities Act”), may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the provisions described in this Item 25, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Item 31.    Business and Other Connections of Investment Adviser

 

See "Management of the Trust" in the Prospectus and "Investment Management Arrangements" in the Statement of Additional Information for information regarding the business of the Adviser and each of the Subadvisers. For information as to the business, profession, vocation or employment of a substantial nature of each director, officer or partner of the Adviser and each of the Subadvisers reference is made to the respective Form ADV, as amended, filed under the Investment Advisers Act of 1940, as amended each of which is herein incorporated by reference. The Investment Advisers Act of 1940 file number for John Hancock Investment Management Services, LLC is 801-28947. The file number for each subadviser is listed below.

 

Subadviser File Number
   
Allianz Global Investors U.S. LLC 801-69803
   
Declaration Management & Research LLC 801-35030
   
Deutsche Investment Management Americas Inc. 801-252
   
Dimensional Fund Advisors LP 801-16283
   
First Quadrant, L.P. 801-51748
   
Franklin Advisers, Inc. 801-26292
   
Franklin Mutual Advisers, LLC 801-53068
   
Grantham, Mayo, Van Otterloo & Co. LLC 801-15028
   
Invesco Advisers, Inc. 801-33949
   
Jennison Associates LLC 801-5608
   
John Hancock Asset Management a division of Manulife Asset Management (US) LLC 801-42033
   
John Hancock Asset Management a division of Manulife Asset Management (North America) Limited 801-61860
   
Massachusetts Financial Services Company 801-26292
   
Pacific Investment Management Company LLC 801-48187
   
QS Investors, LLC 801-70974

 

25
 

 

SSgA Funds Management, Inc. 801-60103
   
Templeton Global Advisors Limited 801-42343
   
Templeton Investment Counsel, LLC 801-15125
   
T. Rowe Price Associates, Inc. 801-856
   
Wellington Management Company, LLP 801-15908
   
Wells Capital Management, Incorporated 801-21122
   
Western Asset Management Company 801-8162

 

Item 32.   Principal Underwriters

 

a.   Name of Investment Company   Capacity In which acting
         
    John Hancock Life Insurance   Principal Underwriter
    Company (U.S.A.)    
    Separate Account A    
         
    John Hancock Life Insurance   Principal Underwriter
    Company (U.S.A.)    
    Separate Account H    
         
    John Hancock Life Insurance   Principal Underwriter
    Company (U.S.A.)    
    Separate Account I    
         
    John Hancock Life Insurance   Principal Underwriter
    Company (U.S.A.)    
    Separate Account L    
         
    John Hancock Life Insurance   Principal Underwriter
    Company (U.S.A.)    
    Separate Account M    
         
    John Hancock Life Insurance   Principal Underwriter
    Company (U.S.A.)    
    Separate Account N    
         
    John Hancock Life Insurance   Principal Underwriter
    Company of New York    
    Separate Account A    
         
    John Hancock Life Insurance   Principal Underwriter
    Company of New York    
    Separate Account B    
         
    John Hancock Life Insurance Company   Principal Underwriter
    Separate Account UV    
         
    John Hancock Variable Life Insurance Company   Principal Underwriter
    Separate Account S    

 

26
 

 

    John Hancock Variable Life Insurance Company   Principal Underwriter
    Separate Account U    
         
    John Hancock Variable Life Insurance Company   Principal Underwriter
    Separate Account V    

 

John Hancock Life Insurance Company (U.S.A.) is the sole member of John Hancock Distributors LLC (JHD LLC) and the following officers of JHD LLC have power to act on behalf of JHD LLC: Michael Doughty*** ( Chairman), Steven Moore** (Senior Vice President and Treasurer), Jeff Long* (Chief Financial Officer and Financial Operations Principal), Kris Ramdial** (Vice President, Treasury) and David Pickett*(General Counsel). The board of managers of JHD LLC (consisting of Michael Doughty***, Steve Finch*, James Hoodlet***, George Revoir*, Al Seghezzi*** and Chris Walker**) may also act on behalf of JHD LLC.

 

* Principal business office is 601 Congress Street, Boston, MA 02210

** 200 Bloor Street East, Toronto, Ontario Canada On M4W 1E5

*** 197 Clarendon St., Boston, MA 02116

 

b.         John Hancock Life Insurance Company (U.S.A.) is the sole member of John Hancock Distributors LLC (JHD LLC). The management of JHD LLC is vested in its board of managers (consisting of Michael Doughty*** , Steve Finch*, James Hoodlet***, George Revoir*, Al Seghezzi*** and Chris Walker**) who have authority to act on behalf of JHD LLC.

 

* Principal business office is 601 Congress Street, Boston, MA 02210

** 200 Bloor Street East, Toronto, Ontario Canada On M4W 1E5

*** 197 Clarendon St., Boston, MA 02116

 

c. None.

 

Item 33.   Location of Accounts and Records

 

All accounts, books and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940 are kept by John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC.), the Registrant's investment adviser, at its offices at 601 Congress Street, Boston, Massachusetts 02108,

 

By the Registrant at its principal business offices located at 601 Congress Street, Boston, Massachusetts 02210 or

 

By Allianz Global Investors U.S. LLC, the subadviser to the Science & Technology Trust, at its offices at 555 Mission Street, San Francisco, California 94105.

 

By Citibank, N.A., the custodian for the Registrant, at its offices at 388 Greenwich St, New York, New York 10013.

 

By Declaration Management & Research LLC, the subadviser to the Active Bond Trust and Total Bond Market Trust B, at its offices at 1800 Tysons Boulevard, Suite 200, McLean, Virginia 22102-4858.

 

By Deutsche Investment Management Americas, Inc., the subadviser to the Real Estate Securities Trust, at its offices at 345 Park Avenue, New York, New York 10154.

 

By Dimensional Fund Advisors LP, the subadviser to the Emerging Markets Value Trust, International Small Company Trust and Small Cap Opportunities Trust, at its offices at 6300 Bee Cave Road, Building One, Austin, Texas 78746.

 

By First Quadrant, L.P., the subadviser to the Currency Strategies Trust, at its offices at 800 E. Colorado Boulevard, Suite 900, Pasadena, California 91101.

 

27
 

 

By Franklin Advisers, Inc., the subadviser to the Income Trust, at its offices at One Franklin Parkway, San Mateo, California 94403.

 

By Franklin Mutual Advisers, Inc. the subadviser to the Mutual Shares Trust, at its offices at 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078.

 

By Grantham, Mayo, Van Otterloo & Co. LLC, the subadviser to the International Core Trust and U.S. Equity Trust, at its offices at 40 Rowes Wharf, Boston, Massachusetts 02110.

 

By Invesco Advisers, Inc., the subadviser to the International Growth Stock Trust, Small Cap Opportunities Trust, Small Company Growth Trust, and Value Trust, at its offices at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

 

By Jennison Associates LLC, the subadviser to the Capital Appreciation Trust, at its offices at 466 Lexington Avenue, New York, NY 10017.

 

By John Hancock Asset Management a division of Manulife Asset Management (US) LLC, the subadviser to the Bond Trust, Core Strategy Trust, Financial Industries Trust, Franklin Templeton Founding Allocation Trust, Fundamental All Cap Core Trust, Fundamental Large Cap Value Trust, Lifecycle Trusts, Lifestyle Trusts, Lifestyle PS Series, Short Term Government Income Trust, Strategic Equity Allocation Trust, Strategic Income Opportunities Trust and Ultra Short Term Bond Trust, at its offices at 101 Huntington Avenue, Boston, MA 02199-7603.

 

By John Hancock Asset Management a division of Manulife Asset Management (North America) Limited, the subadviser to the 500 Index Trust B, Core Strategy Trust, Lifecycle Trusts, Lifestyle Trusts, Lifestyle PS Series, Mid Cap Index Trust, Money Market Trust, Money Market Trust B, Small Cap Index Trust and Total Stock Market Index Trust, at its offices at 200 Bloor Street East, Toronto, Ontario, Canada M4W lE5.

 

By Massachusetts Financial Services Company, the subadviser to the Utilities Trust, at its offices at 111 Huntington Avenue, Boston, Massachusetts 02199.

 

By Pacific Investment Management Company LLC, the subadviser to the Global Bond Trust, Real Return Bond Trust, and the Total Return Trust, at its offices at 840 Newport Center Drive, Suite 300, Newport Beach, California 92660.

 

By QS Investors, LLC, the subadviser to the All Cap Core Trust, at its offices at 880 Third Avenue, 7th Floor New York, NY 10022.

 

By State Street Bank and Trust Company, the custodian for the Registrant, at its offices at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

 

By SSgA Funds Management, Inc., the subadviser to the International Equity Index Trust B, at its offices at One Lincoln Street, Boston, Massachusetts 02111.

 

By Templeton Global Advisors Limited, the subadviser to the Global Trust, at its offices at Box N7759, Lyford Cay, Nassau, Bahamas.

 

By Templeton Investment Counsel, LLC, the subadviser to International Value Trust, at its offices at 300 S. E. 2nd Street, Ft. Lauderdale, Florida 33301.

 

By T. Rowe Price Associates, Inc., the subadviser to the Blue Chip Growth Trust, Capital Appreciation Value Trust, Equity-Income Trust, Health Sciences Trust, Mid Value Trust, New Income Trust, Science & Technology Trust and Small Company Value Trust, at its offices at 100 East Pratt Street, Baltimore, MD 21202.

 

By Wellington Management Company LLP, the subadviser to the Alpha Opportunities Trust, Investment Quality Bond Trust, Mid Cap Stock Trust, Small Cap Growth Trust, and the Small Cap Value Trust, at its offices at 280 Congress Street, Boston, Massachusetts 02210.

 

By Wells Capital Management Incorporated, the subadviser to the Core Bond Trust, at its offices at 525 Market St., San Francisco, California 94105.

 

28
 

 

By Western Asset Management Company, the subadviser to the High Yield Trust, at its offices at 385 East Colorado Boulevard, Pasadena, California 91101.

 

Item 34. Management Services

Not applicable.

 

Item 35 Undertakings

Not Applicable.

 

29
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on this 24th day of April 2015.

 

  JOHN HANCOCK VARIABLE INSURANCE TRUST
     
  By: /s/ Andrew G. Arnott
    Andrew G. Arnott
    President

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.

 

SIGNATURE TITLE DATE

 

/s/ Andrew G. Arnott

Andrew G. Arnott

 

President

(Chief Executive Officer) 

 

April 24, 2015

 

/s/ Charles A. Rizzo

Charles A. Rizzo

 

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 

 

April 24, 2015

/s/ Charles L. Bardelis * Trustee April 24, 2015

Charles L. Bardelis

 

   
/s/ James R. Boyle * Trustee April 24, 2015

James R. Boyle

 

   
/s/ Craig Bromley * Trustee April 24, 2015
Craig Bromley    
     
/s/ Peter S. Burgess * Trustee April 24, 2015
Peter S. Burgess    
     
/s/ William H. Cunningham * Trustee April 24, 2015
William H. Cunningham    
     
/s/ Grace K. Fey * Trustee April 24, 2015
Grace K. Fey    
     
/s/ Theron S. Hoffman * Trustee April 24, 2015
Theron S. Hoffman    
     
/s/ Deborah C. Jackson* Trustee April 24, 2015
Deborah C. Jackson    
     
/s/ Hassell H. McClellan * Trustee April 24, 2015
Hassell H. McClellan    
     
/s/ James M. Oates * Trustee April 24, 2015
James M. Oates    
     
/s/ Steven R. Pruchansky * Trustee April 24, 2015
Steven R. Pruchansky    

 

30
 

 

/s/ Gregory A. Russo * Trustee April 24, 2015
Gregory A. Russo    
     
/s/ Warren A. Thomson * Trustee April 24, 2015
Warren A. Thomson    
     

*By: Power of Attorney 

   

 

/s/ Betsy Anne Seel

Betsy Anne Seel

Attorney-In-Fact

*Pursuant to Power of Attorney filed HEREWITH

 

31
 

 

 

EXHIBIT INDEX

 

(a)(75) Termination of Series of Shares dated March 20, 2014.
   
(a)(76) Redesignation of Series of Share of Beneficial Interest dated April 30, 2014.
   
(a)(77) Redesignation of Series of Share of Beneficial Interest dated November 1, 2014.
   
(a)(78) Termination of Series of Shares dated December 22, 2014.
   
(d)(1)(D) Amendment dated June 25, 2010 to the Amended and Restated Advisory Agreement dated September 30, 2008 .
   
(d)(1)(E) Amendment to the Amended and Restated Advisory Agreement dated December 28, 2010 to the Amended and Restated Advisory Agreement dated September 30, 2008.
   
(d)(1)(I) Amendment to Amended and Restated Advisory Agreement dated October 1, 2013 to the Amended and Restated Advisory Agreement dated September 30, 2008.
   
(d)(1)(K) Amendment dated June 25, 2014 to the Amended and Restated Advisory Agreement dated September 30, 2008.
   
(d)(1)(L) Amendment dated September 26, 2014 to the Amended and Restated Advisory Agreement dated September 30, 2008.
   
(d)(1)(M) Amendment dated November 25, 2014 to the Amended and Restated Advisory Agreement dated September 30, 2008.
   
(d)(3)(C) Notice of Termination of Subadvisory Agreement as to the Short Term Bond Trust, dated April 29, 2010.
   
(d)(3)(D) Amendment dated July 1, 2011 to Subadvisory Agreement dated April 29, 2005.
   
(d)(3)(E) Amendment dated January 7, 2012 to Subadvisory Agreement dated April 29, 2005.
   
(d)(3)(F) Amendment dated October 1, 2012 to Subadvisory Agreement dated April 29, 2005.
   
(d)(4)(J) Amendment dated April 8, 2013 to Subadvisory Agreement.
   
(d)(5)(D) Amendment dated June 25, 2010 to Subadvisory Agreement dated April 28, 2006 between the Adviser and Dimensional Fund Advisors LP.
   
(d)(5)(E) Amendment dated May 17, 2013 to Subadvisory Agreement dated April 28, 2006 between the Adviser and Dimensional Fund Advisors LP.
   
(d)(5)(F) Amendment dated November 25, 2014 to Subadvisory Agreement dated April 28, 2006 between the Adviser and Dimensional Fund Advisors LP.
   
(d)(6) Subadvisory Agreement dated July 26, 2010, between the Adviser and First Quadrant, L.P.
   
(d)(6)(A) Amendment dated May 17, 2013 to Subadvisory Agreement dated July 26, 2010, between the Adviser and First Quadrant, L.P.
   
(d)(7)(A) Amendment dated June 25, 2010 to the Subadvisory Agreement dated April 30, 2007 relating to Income Trust, between the Adviser and Franklin Advisers, Inc.
   
(d)(7)(B) Amendment dated May 17, 2013 to the Subadvisory Agreement dated April 30, 2007 relating to Income Trust, between the Adviser and Franklin Advisers, Inc.

 

32
 

 

(d)(8)(A) Amendment dated March 25, 2011 to Subadvisory Agreement relating to Mutual Shares Trust, between the Adviser and Franklin Mutual Advisers, LLC.
   
(d)(8)(B) Amendment dated May 17, 2013 to Subadvisory Agreement dated April 30, 2007 relating to Mutual Shares Trust, between the Adviser and Franklin Mutual Advisers, LLC.
   
(d)(9)(A) Amendment dated October 1, 2009 to Subadvisory Agreement dated October 17, 2005, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC .
   
(d)(9)(B) Notice of Termination of Subadvisory Agreement as to the Growth Trust, Growth Opportunities Trust, International Growth Trust, Intrinsic Value Trust and Value Opportunities Trust, dated April 30, 2010, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC.
   
(d)(9)(C) Amendment dated January 19, 2012 to Subadvisory Agreement dated October 17, 2005, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC .
   
(d)(9)(D) Notice of Termination of Subadvisory Agreement as to the Large Cap Trust dated April 23, 2012, between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC .
   
(d)(10)(J) Amendment dated June 1, 2010 to Subadvisory Agreement dated January 28, 1999 between the Adviser and Invesco A I M Capital Management, Inc.
   
(d)(10)(K) Amendment dated June 25, 2010 to Subadvisory Agreement dated January 28, 1999 .
   
(d)(10)(L) Amendment dated July 20, 2012 to Subadvisory Agreement dated January 28, 1999 relating to International Opportunities Trust between the Adviser and Invesco A I M Capital Management, Inc.
   
(d)(12)(G) Amendment to Subadvisory Agreement relating to Lifestyle Aggressive PS Series dated October 30, 2013 to the Subadvisory Agreement dated April 28, 2006.
   
(d)(12)(H) Amendment to Subadvisory Agreement relating to Financial Services Trust and Fundamental Value Trust dated June 25, 2014 to the Subadvisory Agreement dated April 28, 2006.
   
(d)(12)(I) Notice of Termination of Subadvisory Agreement as to the High Income Trust dated April 29, 2011.
   
(d)(12)(J) Notice of Termination of Subadvisory Agreement as to the Core Balanced Strategy Trust, Core Allocation Trust, Core Disciplined Diversification Trust and Core Balanced Trust dated April 27, 2012.
   
(d)(12)(K) Notice of Termination of Subadvisory Agreement as to the Core Fundamental Holdings Trust, Core Global Diversification Trust, Fundamental Holdings Trust and Global Diversification Trust dated December 4, 2013.
   
(d)(12)(L) Notice of Termination of Subadvisory Agreement as to the Bond PS Series and Fundamental Value Trust dated November 7, 2014.
   
(d)(13)(D) Amended and Restated Subadvisory Agreement dated March 25, 2011 between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (North America) Limited.
   
(d)(13)(E) Notice of Termination of Subadvisory Agreement as to the Core Balanced Strategy Trust dated April 27, 2012 to Subadvisory Agreement between the Adviser and John Hancock Asset Management a division of Manulife Asset Management (North America) Limited .
   
(d)(16) Subadvisory Agreement dated May 30, 2014 between the Adviser and QS Investors, LLC.

 

33
 

 

(d)(16)(A) Notice of Termination dated December 18, 2014 to Subadvisory Agreement dated May 30, 2014 between the Adviser and QS Investors, LLC.
   
(d)(18)(M) Amendment dated December 31, 2010 to Subadvisory Agreement dated January 28, 1999 relating to Large Cap Value Trust, between the Adviser and T. Rowe Price Associates, Inc.
   
(d)(19)(C) Amendment dated May 17, 2013 to Subadvisory Agreement dated December 8, 2003, between the Adviser and Templeton Global Advisors, Limited.
   
(d)(20)(F) Notice of Termination of Subadvisory Agreement as to the Overseas Equity Trust dated April 26, 2010 to the Subadvisory Agreement dated February 1, 1999, between the Adviser and Templeton Investment Counsel, Inc.
   
(d)(20)(G) Amendment dated May 17, 2013 to Subadvisory Agreement dated February 1, 1999, between the Adviser and Templeton Investment Counsel, Inc.
   
(d)(22)(C) Notice of Termination of Subadvisory Agreement as to the U.S. High Yield Bond Trust, dated November 1, 2010, to Subadvisory Agreement dated April 29, 2005, between the Adviser and Wells Capital Management, Incorporated.
   
(d)(23)(C) Notice of Termination of Subadvisory Agreement as to the U.S. Government Securities Trust, dated April 30, 2010 to the Subadvisory Agreement dated April 28, 2006, between the Adviser and Western Asset Management Company.
   
(d)(23)(D) Notice of Termination of Subadvisory Agreement as to the Strategic Bond Trust, dated November 5, 2010 to the Subadvisory Agreement dated April 28, 2006, between the Adviser and Western Asset Management Company.
   
(d)(23)(E) Notice of Termination of Subadvisory Agreement as to the Floating Rate Income Trust, dated December 31, 2010 to the Subadvisory Agreement dated April 28, 2006, between the Adviser and Western Asset Management Company.
   
(e)(2) Amendment dated May 28, 2010 to Distribution Agreement dated January 1, 2002 as amended June 26, 2003.
   
(g)(1) Master Global Custodial Services Agreement dated March 3, 2014 between the Trust and Citibank. N.A.
   
(h)(5) Services Agreement dated March 3, 2014 between the Trust and Citi Fund Services Ohio, Inc.
   
(h)(5)(A) Amendment No.1 dated February 1, 2015 to Services Agreement dated March 3, 2014 between the Trust and Citi Fund Services Ohio, Inc.
   
(h)(6) Agreement to Waive Advisory Fees and Reimburse Expenses dated January 2, 2015 between the Registrant and John Hancock Advisers, LLC.
   
(i) Legal Opinion.
   
(j) Consent of Independent Public Accounting Firm, PricewaterhouseCoopers LLP  
   
(m) Series I Shares Rule 12b-1 Plan (formerly Class A Shares) dated September 21, 2001, as amended April 4, 2002, June 26, 2003, April 1, 2004, December 13, 2004, June 23, 2005, September 23, 2005, December 13, 2005, March 30, 2006, March 23, 2007, September 28, 2007, June 27, 2008, March 25, 2011, March 23, 2012, June 30, 2012 and September 27, 2013.  
   
(m)(1) Series II Shares Rule 12b-1 Plan (formerly Class B Shares) dated September 21, 2001, as amended April 4, 2002, June 26, 2003, April 1, 2004, December 13, 2004, June 23, 2005, September 23, 2005, December 13, 2005, March 30, 2006, March 23, 2007, September 28, 2007, June 27, 2008, March 25, 2011, March 23, 2012, June 30, 2012 and September 27, 2013.

 

34
 

 

(m)(2) Series III Shares Rule 12b-1 Plan  dated March 23, 2007, as amended September 28, 2007, March 20, 2009, June 25, 2010, March 25, 2011, March 23, 2012 and September 27, 2013 .
   
(n) Rule 18f-3 Plan dated September 21, 2001, as amended April 4, 2002, June 26, 2003, December 13, 2004, June 23, 2005, December 13, 2005, March 30, 2006, March 23, 2007, September 28, 2007, March 25, 2008, and March 23, 2012 .
   
(p)(1) Codes of Ethics. Code of Ethics dated January 1, 2008 (as revised January 1, 2015) of John Hancock Advisers, LLC, John Hancock Investment Management Services, LLC, John Hancock Funds, LLC, John Hancock Distributors, LLC, and each open-end and closed-end fund advised by a John Hancock advisor.
   
(p)(2) Code of Ethics dated September 1, 2013 for Declaration Management & Research LLC, John Hancock Asset Management a division of Manulife Asset Management (US) LLC and John Hancock Asset Management a division of Manulife Asset Management (North America) LLC.
   
(p)(3) Code of Ethics for Deutsche Asset Management, Inc. (U.S).
   
(p)(4) Code of Ethics for Dimensional Fund Advisors, Inc. dated March 1, 2013.
   
(p)(5) Code of Ethics for Franklin Advisers, Inc., Franklin Mutual Advisers, LLC and Franklin Templeton Investments dated May 1, 2013.
   
(p)(6) Code of Ethics of First Quadrant, L.P. dated April 2013.
   
(p)(7) Code of Ethics for Grantham, Mayo, Van Otterloo & Co. LLC dated November 1, 2013.
   
(p)(8) Code of Ethics for Invesco Advisers, Inc. dated January 1, 2014.
   
(p)(9) Code of Ethics for Jennison Associates LLC dated October 31, 2013.
   
(p)(10) Code of Ethics for Massachusetts Financial Services Company dated November 22, 2013.
   
(p)(11) Code of Ethics for Pacific Investment Management Company LLC dated March 2014.
   
(p)(12) Code of Ethics for QS Investors, LLC dated August 19, 2013.
   
(p)(13) Code of Ethics for SSgA Funds Management, Inc. dated April 1, 2012.
   
(p)(14) Code of Ethics of T. Rowe Price Associates, Inc. dated June 3, 2013.
   
(p)(16) Code of Ethics Wellington Management Company, LLP dated January 1, 2015.
   
(p)(17) Code of Ethics for Western Asset Management dated November 1, 2013.
   
(q) Power of Attorney dated March 12, 2015 — All Trustees.

 

35

 

Exhibit (a)(75)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

Termination of

Series of John Hancock Variable Insurance Trust

 

The undersigned, constituting a majority of the Trustees of John Hancock Variable Insurance Trust, a Massachusetts business trust (the “Trust”), acting pursuant to power conferred on the Trustees by the Agreement and Declaration of Trust of the Trust dated September 29, 1988, do hereby terminate and abolish the series of the Trust set forth below and the establishment and designation thereof.

 

Core Fundamental Holdings Trust

Core Global Diversification Trust

Fundamental Holdings Trust

Global Diversification Trust

Disciplined Diversification Trust

Core Allocation Plus Trust

All Cap Value Trust

Smaller Company Growth Trust

 

 
 

 

In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 20th day of March, 2014.

 

/s/ Charles L. Bardelis   /s/ Craig Bromley
Charles L. Bardelis   Craig Bromley
     
/s/ Peter S. Burgess   /s/ William H. Cunningham
Peter S. Burgess   William H. Cunningham
     
/s/ Grace K. Fey   /s/ Theron S. Hoffman
Grace K. Fey   Theron S. Hoffman
     
/s/ Deborah C. Jackson   /s/ Hassell H. McClellan
Deborah C. Jackson   Hassell H. McClellan
     
/s/ James M. Oates   /s/ Steven R. Pruchansky
James M. Oates   Steven R. Pruchansky
     
/s/ Gregory A. Russo   /s/ Warren A. Thomson
Gregory A. Russo   Warren A. Thomson

 

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.

 

 

 

 

Exhibit (a)(76)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

Redesignation

of Series of Shares of Beneficial Interest

($0.01 par value per share)

 

The undersigned, being a majority of the Trustees of John Hancock Variable Insurance Trust (the "Trust"), acting pursuant to Section 4.1(a) of the Agreement and Declaration of Trust of the Trust dated September 29, 1988 (the "Declaration of Trust") hereby redesignate the Series of Shares set forth below, such Series to continue to have the relative rights and preferences described in Section 4.2 of the Declaration of Trust, provided that the Trustees, in their absolute discretion, may amend any previously established relative rights and preferences as they may deem necessary or desirable to enable the Trust to comply with the Investment Company Act of 1940 or other applicable law.

 

“Lifestyle Aggressive Trust” redesignated as “Lifestyle Aggressive MVP”

 

“Lifestyle Balanced Trust” redesignated as “Lifestyle Balanced MVP”

 

“Lifestyle Conservative Trust” redesignated as “Lifestyle Conservative MVP ”

 

“Lifestyle Growth Trust” redesignated as “Lifestyle Growth MVP”

 

“Lifestyle Moderate Trust” redesignated as “Lifestyle Moderate MVP ”

 

 
 

 

In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 30th day of April, 2014.

 

/s/ Charles L. Bardelis   /s/ Craig Bromley
Charles L. Bardelis   Craig Bromley
     
/s/ Peter S. Burgess   /s/ William H. Cunningham
Peter S. Burgess   William H. Cunningham
     
/s/ Grace K. Fey   /s/ Theron S. Hoffman
Grace K. Fey   Theron S. Hoffman
     
/s/ Deborah C. Jackson   /s/ Hassell H. McClellan
Deborah C. Jackson   Hassell H. McClellan
     
/s/ James M. Oates   /s/ Steven R. Pruchansky
James M. Oates   Steven R. Pruchansky
     
/s/ Gregory A. Russo   /s/ Warren A. Thomson
Gregory A. Russo   Warren A. Thomson

 

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.

 

 

 

Exhibit (a)(77)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

Redesignation

of Series of Shares of Beneficial Interest

($0.01 par value per share)

 

The undersigned, being a majority of the Trustees of John Hancock Variable Insurance Trust (the "Trust"), acting pursuant to Section 4.1(a) of the Agreement and Declaration of Trust of the Trust dated September 29, 1988 (the "Declaration of Trust") hereby redesignate the Series of Shares set forth below, such Series to continue to have the relative rights and preferences described in Section 4.2 of the Declaration of Trust, provided that the Trustees, in their absolute discretion, may amend any previously established relative rights and preferences as they may deem necessary or desirable to enable the Trust to comply with the Investment Company Act of 1940 or other applicable law.

 

“Financial Services Trust” redesignated as “Financial Industries Trust”

 

 
 

 

In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 1st day of November, 2014.

 

/s/ Charles L. Bardelis   /s/ Craig Bromley
Charles L. Bardelis   Craig Bromley
     
/s/ Peter S. Burgess   /s/ William H. Cunningham
Peter S. Burgess   William H. Cunningham
     
/s/ Grace K. Fey   /s/ Theron S. Hoffman
Grace K. Fey   Theron S. Hoffman
     
/s/ Deborah C. Jackson   /s/ Hassell H. McClellan
Deborah C. Jackson   Hassell H. McClellan
     
/s/ James M. Oates   /s/ Steven R. Pruchansky
James M. Oates   Steven R. Pruchansky
     
/s/ Gregory A. Russo   /s/ Warren A. Thomson
Gregory A. Russo   Warren A. Thomson

 

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.

 

 

 

Exhibit (a)(78)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

Termination of

Series of John Hancock Variable Insurance Trust

 

The undersigned, constituting a majority of the Trustees of John Hancock Variable Insurance Trust, a Massachusetts business trust (the “Trust”), acting pursuant to power conferred on the Trustees by the Agreement and Declaration of Trust of the Trust dated September 29, 1988, do hereby terminate and abolish the series of the Trust set forth below and the establishment and designation thereof.

 

a. Fundamental Value Trust
b. Natural Resources Trust
c. Bond PS Series

 

 
 

 

In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 22nd day of December, 2014.

 

/s/ Charles L. Bardelis   /s/ Craig Bromley
Charles L. Bardelis   Craig Bromley
     
/s/ Peter S. Burgess   /s/ William H. Cunningham
Peter S. Burgess   William H. Cunningham
     
/s/ Grace K. Fey   /s/ Theron S. Hoffman
Grace K. Fey   Theron S. Hoffman
     
/s/ Deborah C. Jackson   /s/ Hassell H. McClellan
Deborah C. Jackson   Hassell H. McClellan
     
/s/ James M. Oates   /s/ Steven R. Pruchansky
James M. Oates   Steven R. Pruchansky
     
/s/ Gregory A. Russo   /s/ Warren A. Thomson
Gregory A. Russo   Warren A. Thomson

 

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.

 

 

 

Exhibit (d)(1)(D)

 

JOHN HANCOCK TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

 

AMENDMENT (the “Amendment”) made this 25th day of June, 2010, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Trust, a Massachusetts business trust (the “Trust”) and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A is amended to decrease the advisory fee for the following funds:

 

Global Trust

Income Trust

International Small Company Trust

International Value Trust

Small Company Growth Trust

 

Appendix A is amended to add the advisory fee for the following funds:

 

Currency Strategies Trust

International Growth Stock Trust

Ultra Short Term Bond Trust

 

2. EFFECTIVE DATE

 

The Amendment shall become effective with respect to each Portfolio on the later of:

 

(i) the date of its execution and (ii) approval by the Board of Trustees of the Trust of the Amendment as to the Portfolio.

 

John Hancock Trust

 

By: /s/ Hugh McHaffie  

 

John Hancock Investment Management Services, LLC

 

By: /s/ Bruce R. Speca  
  Bruce R. Speca  
  Executive Vice President  

 

 
 

 

APPENDIX A

 

ADVISORY FEE SCHEDULE

 

The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Adviser Fee”).

 

The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

 

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

2
 

 

Advisory Fee Schedules

 

    Aggregate Net Assets Include the
Net Assets of the following funds in
addition to the
   
Trust Portfolio   Trust Portfolio   Advisory Fee of the Trust Portfolio-
500 Index Trust  

Index 500 Fund

(JHF II)

 

0.470% — first $500 million; and

0.460% — excess over $500 million.

         
500 Index Trust B   Not applicable  

0.470% — first $500 million; and

0.460% — excess over $500 million.

         
Active Bond Trust  

Active Bond Fund

(JHF II)

  0.600% — at all asset levels.
         
All Cap Core Trust  

All Cap Core Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

         
All Cap Value Trust  

All Cap Value Fund

(JHF II)

 

0.850% — first $250 million;

0.800% — next $250 million; and

0.750% — excess over $500 million.

         
Alpha Opportunities Trust  

Alpha Opportunities Fund

(JHF II)

 

1.025% — first $250 million;

1.00% — next $250 million;

0.975% — next $500 million; and

0.950% — excess over $1 billion

         
American Fundamental Holdings Trust   See below   See below
         
American Global Diversification Trust   See below   See below
         
Core Diversified Growth & Income Trust   See below   See below
         

Balanced Trust

 

  Not applicable  

0.84% — first $250 million; and

0.81% — next $250 million;

0.80% — next $500 million;

0.78%— excess over $1 billion

         

Blue Chip Growth

Trust

 

Blue Chip Growth Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Bond Trust   Not applicable  

0.65% — first $500 million;

0.60% — next $1 billion;

0.575% — next $1 billion;

0.55% — excess over $2.5 billion.

         
3
 

 

Capital Appreciation Trust  

Capital Appreciation Fund

(JHF II)

 

0.850% — first $300 million;

0.800% — between $300 million and $500 million;

0.700% — between $500 million and $1 billion; and

0.670% — excess over $1 billion.

         
Capital Appreciation Value Trust   Not applicable   See below
         
Core Allocation Trust   See below   See below
         
Core Allocation Plus Trust  

Core Allocation Plus Fund

(JHF II)

 

0.915% — first $500 million; and

0.865% — excess over $500 million

         
Core Balanced Trust   See below   See below
         
Core Balanced Strategy Trust   See below   See below
         
Core Bond Trust  

Core Bond Fund

(JHF II)

 

0.690% — first $200 million;

0.640% — next $200 million; and

0.570% — excess over $400 million.

         
Core Disciplined Diversification Trust   See below   See below
         
Core Fundamental Holdings Trust   See below   See below
         
Core Global Diversification Trust   See below   See below
         
Core Strategy Trust   See below   See below
         

 

Currency Strategies Trust

 

 

Currency Strategies Fund

(JHF II)

 

 

0.950% — first $250 million;

0.900% — next $250 million and

0.850% — excess over $500 million.

         
Disciplined Diversification Trust   Not applicable  

0.800% — first $100 million;

0.700% — next $900 million; and

0.650% — excess over $1 billion

         
Emerging Markets Value Trust   Emerging Markets Value Fund (JHF II)  

1.00% — first $100 million; and

0.950% - excess over $100 million.

         
Equity-Income Trust  

Equity-Income Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Financial Services Trust  

Financial Services Fund

(JHF II)

 

0.850% — first $50 million;

0.800% — next $450 million; and

0.750% — excess over $500 million.

 

4
 

 

Floating Rate Income Trust   Floating Rate Income Fund   0.700% — first $1.1 billion;
     (JHF II)   0.675% — next $0.90 billion; and
        0.650% — excess over $2 billion.
         
Franklin Templeton Founding Allocation Trust   See below   See below
         
Fundamental Value Trust   Fundamental Value Fund (JHF II)  

0.850% — first $50 million;

0.800% — next $450 million; and

0.750% — excess over $500 million.

         
Global Bond Trust  

Global Bond Fund

(JHF II)

  0.700% — at all asset levels.
         
Global Trust  

 

JHT

International Value Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

International Value Fund

Income Fund

Mutual Shares Fund

International Small Cap Fund

 

0.850% — first $1 billion; and

0.800% — excess over $1 billion.

 

         
Growth Equity Trust  

Rainier Growth Fund

(JHF III)

 

0.750% — first 3 billion;

0.725% — next $3 billion; and

0.700% — excess over $6 billion.

         
Health Sciences Trust   Not applicable  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         

Heritage Trust

(formerly, Vista Trust)

 

Heritage Fund

(JHF II)

 

0.850% — first $400 million;

0.825% — next $600 million; and

0.800% — excess over $1 billion.

         
High Income Trust  

High Income Fund

(JHF II)

 

0.725% — first $150 million;

0.675% — between $150 million and $500 million;

0.650% — between $500 million and $2.5 billion; and

0.600% — excess over $2.5 billion.

         
High Yield Trust  

High Yield Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.

 

5
 

 

Income Trust  

 

JHT

International Value Trust

Global Trust

Mutual Shares Trust

 

JHF II

Income Fund

International Small Cap Fund

International Value Fund

Global Fund

Mutual Shares Fund

 

1.075% first $50 million;

0.915% next $150 million;

0.825% next $300 million; and

0.800% excess over $500 million

 

When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.

 

 

         
International Core Trust  

International Core Fund

(JHF III)

 

0.92% — first $100 million;

0.895% — next $900 million;

0.88% — next $1 billion;

0.85% — next $1 billion;

0.825% — next $1 billion;

0.800% — excess over $4 billion.

         
International Equity Index Trust A   International Equity Index Fund (JHF II)  

0.550% — first $100 million; and

0.530% — excess over $100 million.

 

         
International Equity Index Trust B   Not applicable  

0.550% — first $100 million; and

0.530% — excess over $100 million.

 

         
International Growth Stock Trust   International Growth Stock Fund (JHF II)  

0.850% — first $250 million;

0.800% — next $500 million and

0.750% — excess over $750 million.

 

         

International Index Trust

 

  Not applicable  

0.49% — first $500 million;

0.475% — excess over $500 million.

 

         
International Opportunities Trust   International Opportunities Fund (JHF II)  

0.900% — first $750 million;

0.850% — between $750 million and $1.5 billion; and

0.800% — excess over $1.5 billion.

         
International Small Company Trust   International Small Company Fund (JHF II)  

 

0.950% — all asset levels

 

6
 

 

International Value Trust  

 

JHT

Global Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

Income Fund

International Small Cap Fund

International Value Fund

Mutual Shares Fund

 

 

0.950% first $150 million;

0.850% next $150 million; and

0.800% excess over $300 million

 

When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.

         
Investment Quality Bond Trust   Investment Quality Bond Fund (JHF II)  

0.600% — first $500 million; and

0.550% — excess over $500 million.

         
Large Cap Trust  

Large Cap Fund

(JHF II)

 

0.780% — first $250 million;

0.730% — next $250 million;

0.680% — next $250 million; and

0.650% — excess over $750 million.

         
Large Cap Value Trust  

Large Cap Value Fund

(JHF II)

 

0.825% — first $500 million;

0.800% — next $500 million;

0.775% — next $500 million;

0.720% — next $500 million; and

0.700% — excess over $2 billion

 

Lifecycle Trusts   See below   See below
         
Lifestyle Trusts   See below   See below
         
Mid Cap Index Trust  

Mid Cap Index Fund

(JHF II)

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Mid Cap Stock Trust  

Mid Cap Stock Fund

(JHF II

 

0.875% — first $200 million;

0.850% — next $300 million; and

0.825% — excess over $500 million.

         
Mid Cap Value Equity Trust   Mid Cap Value Equity Fund (JHF II)  

0.875% — first $250 million;

0.850% — next $250 million;

0.825% — next $500 million; and

0.800% — excess over $1 billion.

         
Mid Value Trust  

Mid Value Fund

(JHF II)

 

1.050% — first $50 million; and

0.950% — excess over $50 million.

         
Money Market Trust  

Money Market Fund

(JHF II)

 

0.500% — first $500 million; and

0.470% — excess over $500 million.

         
Money Market Trust B   Not applicable  

0.500% — first $500 million; and

0.470% — excess over $500 million.

 

7
 

 

Mutual Shares Trust  

Mutual Shares Fund

(JHF II)

  0.960% — at all asset levels.
         
Natural Resources Trust  

Natural Resources Fund

(JHF II)

 

1.000% — first $1 billion;

0.975% — next $1 billion;

0.950% — excess over $2 billion.

         

New Income Trust

(formerly, “Spectrum Income Trust”)

  Not Applicable  

0.800% — first $50 million*;

0.750% — next $50 million*#;

0.675% — next $150 million*;

0.625% — next $250 million*; and

0.600% — excess over $500 million*.

 

*The annual rate of the advisory fee on all the net assets of the New Income Trust on any day shall not exceed 0.725%.

 

#When net assets of the New Income Trust exceed $100 million on any day, the annual rate of advisory fee for that day is 0.750% on the first $100 million of net assets of the New Income Trust.

         
Optimized All Cap Trust   Not applicable  

0.675% — first $2.50 billion; and

0.650% — excess over $2.50 billion.

         
Optimized Value Trust  

Optimized Value Fund

(JHF II)

 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.

         
Real Estate Securities Trust   Real Estate Securities Fund (JHF II)   0.700% — at all asset levels.
         
Real Return Bond Trust  

Real Return Bond Fund

(JHF II)

 

0.700% — first $1 billion; and

0.650% — excess over $1 billion.

         
Science & Technology Trust   Science & Technology Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         

Short Term Government

Income Trust

 

  Short Term Government Income Fund (JHF  II)  

0.570% — first $250 million; and

0.550% — excess over $250 million.

 

         
Small Cap Growth Trust  

Small Cap Growth Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — excess over $100 million.

         
Small Cap Index Trust  

Small Cap Index Fund

JHF II)

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

8
 

 

Small Cap Opportunities Trust  

Small Cap Opportunities Fund

(JHF II)

 

1.000% — first $500 million;

0.950% — next $500 million;

0.900% — next $1 billion;

0.850%— excess over $2 billion;

         
Small Cap Value Trust  

Small Cap Value Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $500 million; and

1.000% — excess over $600 million.

         
Small Company Growth Trust  

Small Company Growth Fund

 

 

1.050% — first $250 million; and

1.000% — excess over $250 million.

 

When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.

JHT

Small Cap Opportunities Trust

International Growth Stock Trust

Value Trust

 

JHF II

Small Company Growth Fund

Small Cap Opportunities Fund

International Growth Stock Fund

Value Fund

         
Small Company Value Trust   Small Company Value Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         
Smaller Company Growth Trust   Smaller Company Growth Fund (JHF II)  

1.100% — first $125 million;

1.050%— next $250 million;

1.00%— next $625 million; and

0.950% — excess over $1 billion .

         
Strategic Bond Trust  

Strategic Bond Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.

         
Strategic Income Opportunities Trust  

Strategic Income Opportunities Fund

(JHF II)

 

0.725% — first $500 million; and

0.650% — excess over $500 million.

         
Total Bond Market  Trust A   Not applicable  

0.470% — all asset levels.

 

         
Total Bond Market Trust B   Not applicable  

0.470% — all asset levels

 

         
Total Return Trust   Total Return Fund   See below
     (JHF II)    

 

9
 

 

Total Stock Market Index Trust   Total Stock Market Index Fund (JHF II)  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Ultra Short Term Bond Trust   Not applicable  

0.550% — first $250 million; and

0.530% — excess over $250 million.

 

         
U.S. High Yield Bond Trust   U.S. High Yield Bond Fund (JHF II)  

0.750% — first $200 million; and

0.720% — excess over $200 million.

         
U.S. Multi Sector Trust  

U.S. Multi Sector Fund

(JHF II)

 

0.780% — first $500 million;

0.760% — next $500 million;

0.750% — next $1.5 billion; and

0.740% — excess over $2.5 billion.

         
Utilities Trust  

Utilities Fund

(JHF II)

 

0.825% — first $600 million;

0.800% — next $300 million;

0.775% — next $600 million; and

0.700% — excess over $1.5 billion.

         
Value & Restructuring Trust   Value & Restructuring Fund (JHF II)  

0.825% — first $500 million;

0.800% — next $500 million; and

0.775% — excess over $1 billion.

         
Value Trust  

Value Fund

(JHF II)

 

0.750% — first $200 million;

0.725% — next $300 million; and

0.650% — excess over $500 million.

 

10
 

 

Capital Appreciation Value Trust

 

If net assets are less than $500 million, the following fee schedule shall apply:

 

Portfolio   First $250 million of
Net Assets
    Excess Over $250 million of
Net Assets
 
Capital Appreciation Value Trust     0.950 %     0.850 %

 

If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

 

Portfolio   First $1 billion of
Net Assets
    Excess Over $1 billion of Net
Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

 

Portfolio   First $500 million of
Net Assets
    Excess Over $500 million of
Net Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $3 billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Capital Appreciation Value Trust     0.800 %

 

11
 

 

Total Return Trust

 

The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").

 

Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio

 

During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:

 

Portfolio  

First

$1 Billion

of Total Return

Net Assets **

   

Excess Over

$1 Billion

of Total Return

Net Assets **

 
Total Return Trust     0.700 %     0.675 %

 

If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Total Return Trust     0.700 %

 

*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the John Hancock Trust and the John Hancock Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of John Hancock Funds II.

 

PIMCO is not the Subadviser to the Portfolio

 

If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:

 

Portfolio  

First

$1 Billion

of Total Return

Net Assets **

   

Excess Over

$1 Billion

of Total Return

Net Assets **

 
Total Return Trust     0.700 %     0.675 %

 

**The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Fund, a series of John Hancock Funds II but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Fund. For purposes of determining Total Return Net Assets and calculating the Advisory Fee, the net assets of the Portfolio are determined as of the close of business on the previous business day of the Trust, and the net assets of the Total Return Trust are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

12
 

 

Funds of Funds

 

The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

 

Core Allocation Trust Lifecycle 2035 Trust
Core Balanced Trust Lifecycle 2040 Trust
Core Balanced Strategy Trust Lifecycle 2045 Trust
Core Disciplined Diversification Trust Lifecycle 2050 Trust
Core Fundamental Holdings Trust (collectively, the “Lifecycle Trusts”)
Core Global Diversification Trust  
Core Strategy Trust Lifestyle Aggressive Trust
Franklin Templeton Founding Allocation Trust Lifestyle Balanced Trust
  Lifestyle Conservative Trust
Lifecycle 2010 Trust Lifestyle Growth Trust
Lifecycle 2015 Trust Lifestyle Moderate Trust
Lifecycle 2020 Trust (collectively, the “Lifestyle Trusts”)
Lifecycle 2025 Trust  
Lifecycle 2030 Trust  

 

 

 

Certain Definitions :

 

Affiliated Fund Assets ” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.

 

Affiliated Funds ” are any fund of John Hancock Trust (“JHT”), John Hancock Funds II (“JHF II”) or John Hancock Funds III (“JHF III”), excluding the following funds of JHT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.

 

Aggregate Net Assets ” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.

 

Other Assets ” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.

 

Adviser Fee:

 

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund of Funds , a fee computed separately for each Fund of Funds as follows (the “Adviser Fee”).

 

The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such f ee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

13
 

 

(a) Fee on Affiliated Fund Assets . The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.

 

(b) Fee on Other Assets . The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.

 

Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHT for JHT Funds, as of the close of business on the previous business day of JHF II for JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.

 

If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

Fee Schedules:

 

    Rates Applied to Net Assets of the Fund of Funds  
Fund of Funds   Affiliated Fund Assets     Other Assets  
   

First

$500 million

    Excess Over
$500 million
   

First

$500 million

   

Excess Over

$500 million

 
                         
Core Allocation Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Balanced Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Balanced Strategy Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Disciplined Diversification Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Fundamental Holdings Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Global Diversification Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Strategy Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Franklin Templeton Founding  Allocation Trust     0.050 %     0.040 %     0.500 %     0.490 %

 

14
 

 

Lifecycle Trusts

 

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
Fund of Funds   Affiliated Fund Assets     Other Assets  
   

First

$7.5 billion

    Excess Over
$7.5 billion
   

First

$7.5 billion

   

Excess Over

$7.5 billion

 
Each Lifecycle Trust     0.060 %     0.050 %     0.510 %     0.500 %

 

 

(1) Aggregate Net Assets . For each Lifecycle Trust, Aggregate Net Assets include the net assets of all the JHT Lifecycle Trusts and the net assets of all the JHF II Lifecycle Portfolios. The JHF II Lifecycle Portfolios are: the Lifecycle 2010 Portfolio, Lifecycle 2015 Portfolio, Lifecycle 2020 Portfolio, Lifecycle 2025 Portfolio, Lifecycle 2030 Portfolio, Lifecycle 2035 Portfolio, Lifecycle 2040 Portfolio, Lifecycle 2045 Portfolio and Lifecycle 2050 Portfolio.

 

Lifestyle Trusts

 

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
Fund of Funds   Affiliated Fund Assets     Other Assets  
   

First

$7.5 billion

    Excess Over
$7.5 billion
   

First

$7.5 billion

   

Excess Over

$7.5 billion

 
Each Lifestyle Trust     0.050 %     0.040 %     0.500 %     0.490 %

 

 

(1) Aggregate Net Assets . For each Lifestyle Trust, Aggregate Net Assets include the net assets of all the JHT Lifestyle Trusts and the net assets of all the JHF II Lifestyle Portfolios. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio.

 

15
 

 

American Fund of Funds

 

American Fundamental Holdings Trust

American Global Diversification Trust

Core Diversified Growth & Income Trust

 

Advisory Fee

 

0.050% — first $500 million of Aggregate Net Assets*

0.040% — excess over $500 million of Aggregate Net Assets*

 

*Aggregate Net Assets include the net assets of the following funds:

 

John Hancock Trust

American Fundamental Holdings Trust

American Global Diversification Trust

Core Diversified Growth & Income Trust

 

John Hancock Funds II

Core Fundamental Holdings Fund

Core Global Diversification Fund

Core Diversified Growth &Income Fund

 

16

 

Exhibit (d)(1)(E)

 

JOHN HANCOCK TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

 

AMENDMENT (the “Amendment”) made this 28th day of December, 2010, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Trust, a Massachusetts business trust (the “Trust”) and John Hancock Investment Management Services, LLC , a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A is amended to reflect that the assets of the Capital Appreciation Value Fund, a series of John Hancock Funds II, are aggregated with the assets of the Capital Appreciation Value Trust, a series of the Trust, for purposes of determining the advisory fee for the Capital Appreciation Value Trust.

 

2. EFFECTIVE DATE

 

The Amendment shall become effective with respect to the Capital Appreciation Value Trust on the later of:

 

(i) the date of its execution, and

(ii) approval by the Board of Trustees of the Trust of the Amendment.

 

3. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

 

4. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

John Hancock Trust  
     
By: /s/ Hugh McHaffie  
     
John Hancock Investment Management Services, LLC  
     
By: /s/ Andrew Arnott  
  Andrew G. Arnott  
  Executive Vice President  

 

 
 

 

APPENDIX A

 

ADVISORY FEE SCHEDULE

 

The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Adviser Fee”).

 

The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

 

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

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Advisory Fee Schedules

 

    Aggregate Net Assets Include the
Net Assets of the following funds in
addition to the
   
Trust Portfolio   Trust Portfolio   Advisory Fee of the Trust Portfolio-
500 Index Trust  

Index 500 Fund

(JHF II)

 

0.470% — first $500 million; and

0.460% — excess over $500 million.

         
500 Index Trust B   Not applicable  

0.470% — first $500 million; and

0.460% — excess over $500 million.

         
Active Bond Trust  

Active Bond Fund

(JHF II)

  0.600% — at all asset levels.
         
All Cap Core Trust  

All Cap Core Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

         
All Cap Value Trust  

All Cap Value Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

Alpha Opportunities Trust  

Alpha Opportunities Fund

(JHF II)

 

1.025% — first $250 million;

1.00% — next $250 million;

0.975% — next $500 million; and

0.950%— excess over $1 billion

         
American Fundamental Holdings Trust   See below   See below
         
American Global Diversification Trust   See below   See below
         
Core Diversified Growth & Income Trust   See below   See below
         

Balanced Trust

 

  Not applicable  

0.84% — first $250 million; and

0.81% — next $250 million;

0.80% — next $500 million;

0.78% — excess over $1 billion

         

Blue Chip Growth

Trust

 

Blue Chip Growth Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Bond Trust   Not applicable  

0.65% — first $500 million;

0.60% — next $1 billion;

0.575% — next $1 billion;

0.55% — excess over $2.5 billion.  

 

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Capital Appreciation Trust  

Capital Appreciation Fund

(JHF II)

 

0.850% — first $300 million;

0.800% — between $300 million and $500 million;

0.700% — between $500 million and $1 billion; and

0.670% — excess over $1 billion.

         
Capital Appreciation Value Trust   Capital Appreciation Value Fund (JHF II)   See below
         
Core Allocation Trust   See below   See below
         
Core Allocation Plus Trust  

Core Allocation Plus Fund

(JHF II)

 

0.915% — first $500 million; and

0.865% — excess over $500 million

         
Core Balanced Trust   See below   See below
         
Core Balanced Strategy Trust   See below   See below
         
Core Bond Trust  

Core Bond Fund

(JHF II)

 

0.690% — first $200 million;

0.640% — next $200 million; and

0.570% — excess over $400 million.

         
Core Disciplined Diversification Trust   See below   See below
         
Core Fundamental Holdings Trust   See below   See below
         
Core Global Diversification Trust   See below   See below
         
Core Strategy Trust   See below   See below
         

Currency Strategies Trust

Currency Strategies Fund

(JHF II)

 

0.950% — first $250 million;

0.900% — next $250 million and

0.850% — excess over $500 million.

 

         
Disciplined Diversification Trust   Not applicable  

0.800% — first $100 million;

0.700% — next $900 million; and

0.650% — excess over $1 billion

         
Emerging Markets Value Trust   Emerging Markets Value Fund (JHF II)  

1.00% — first $100 million; and

0.950% - excess over $100 million.

         
Equity-Income Trust  

Equity-Income Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Financial Services Trust  

Financial Services Fund

(JHF II)

 

0.850% — first $50 million;

0.800% — next $450 million; and

0.750% — excess over $500 million.

 

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Floating Rate Income Trust   Floating Rate Income Fund (JHF II)  

0.700% — first $1.1 billion;

0.675% — next $0.90 billion; and

0.650% — excess over $2 billion.

         
Franklin Templeton Founding Allocation Trust   See below   See below
         
Fundamental Value Trust   Fundamental Value Fund (JHF II)  

0.850% — first $50 million;

0.800% — next $450 million; and

0.750% — excess over $500 million.

         
Global Bond Trust  

Global Bond Fund

(JHF II)

  0.700% — at all asset levels.
         
Global Trust  

 

JHT

International Value Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

International Value Fund

Income Fund

Mutual Shares Fund

International Small Cap Fund

 

 

0.850% — first $1 billion; and

0.800% — excess over $1 billion.

 

         
Growth Equity Trust  

Rainier Growth Fund

(JHF III)

 

0.750% — first 3 billion;

0.725% — next $3 billion; and

0.700% — excess over $6 billion.

         
Health Sciences Trust   Not applicable  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         

Heritage Trust

(formerly, Vista Trust)

 

Heritage Fund

(JHF II)

 

0.850% — first $400 million;

0.825% — next $600 million; and

0.800% — excess over $1 billion.

         
High Income Trust  

High Income Fund

(JHF II)

 

0.725% — first $150 million;

0.675% — between $150 million and $500 million;

0.650% — between $500 million and $2.5 billion; and

0.600% — excess over $2.5 billion.

         
High Yield Trust  

High Yield Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.

 

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Income Trust  

 

JHT

International Value Trust

Global Trust

Mutual Shares Trust

 

JHF II

Income Fund

International Small Cap Fund

International Value Fund

Global Fund

Mutual Shares Fund 

 

1.075% first $50 million;

0.915% next $150 million;

0.825% next $300 million; and

0.800% excess over $500 million

 

When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.

 

 

         
International Core Trust  

International Core Fund

(JHF III)

 

0.92% — first $100 million;

0.895% — next $900 million;

0.88% — next $1 billion;

0.85% — next $1 billion;

0.825% — next $1 billion;

0.800% — excess over $4 billion. 

         
International Equity Index Trust A   International Equity Index Fund (JHF II)  

0.550% — first $100 million; and

0.530% — excess over $100 million. 

         
International Equity Index Trust B   Not applicable  

0.550% — first $100 million; and

0.530% — excess over $100 million. 

         
International Growth Stock Trust   International Growth Stock Fund (JHF II)  

0.850% — first $250 million;

0.800% — next $500 million and

0.750% — excess over $750 million. 

         

International Index Trust

 

  Not applicable  

0.49% — first $500 million;

0.475% — excess over $500 million. 

         
International Opportunities Trust   International Opportunities Fund (JHF II)  

0.900% — first $750 million;

0.850% — between $750 million and $1.5 billion; and

0.800% — excess over $1.5 billion.

         
International Small Company Trust   International Small Company Fund (JHF II)  

0.950% — all asset levels

 

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International Value Trust  

 

JHT

Global Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

Income Fund

International Small Cap Fund

International Value Fund

Mutual Shares Fund 

 

0.950% first $150 million;

0.850% next $150 million; and

0.800% excess over $300 million

 

When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.

         
Investment Quality Bond Trust   Investment Quality Bond Fund (JHF II)  

0.600% — first $500 million; and

0.550% — excess over $500 million.

         
Large Cap Trust  

Large Cap Fund

(JHF II)

 

0.780% — first $250 million;

0.730% — next $250 million;

0.680% — next $250 million; and

0.650% — excess over $750 million.

         
Large Cap Value Trust  

Large Cap Value Fund

(JHF II)

 

0.825% — first $500 million;

0.800% — next $500 million;

0.775% — next $500 million;

0.720% — next $500 million; and

0.700% — excess over $2 billion 

         
Lifecycle Trusts   See below   See below
         
Lifestyle Trusts   See below   See below
         
Mid Cap Index Trust  

Mid Cap Index Fund

(JHF II)

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Mid Cap Stock Trust  

Mid Cap Stock Fund

(JHF II

 

0.875% — first $200 million;

0.850% — next $300 million; and

0.825% — excess over $500 million.

         
Mid Cap Value Equity Trust   Mid Cap Value Equity Fund (JHF II)  

0.875% — first $250 million;

0.850% — next $250 million;

0.825% — next $500 million; and

0.800% — excess over $1 billion.

         
Mid Value Trust  

Mid Value Fund

(JHF II)

 

1.050% — first $50 million; and

0.950% — excess over $50 million.

         
Money Market Trust  

Money Market Fund

(JHF II)

 

0.500% — first $500 million; and

0.470% — excess over $500 million.

         
Money Market Trust B   Not applicable  

0.500% — first $500 million; and

0.470% — excess over $500 million. 

 

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Mutual Shares Trust  

Mutual Shares Fund

(JHF II)

  0.960% — at all asset levels.
         
Natural Resources Trust  

Natural Resources Fund

(JHF II)

 

1.000% — first $1 billion;

0.975% — next $1 billion;

0.950% — excess over $2 billion.

         

New Income Trust

(formerly, “Spectrum Income Trust”)

  Not Applicable  

0.800% — first $50 million*;

0.750% — next $50 million*#;

0.675% — next $150 million*;

0.625% — next $250 million*; and

0.600% — excess over $500 million*.

 

*The annual rate of the advisory fee on all the net assets of the New Income Trust on any day shall not exceed 0.725%.

 

#When net assets of the New Income Trust exceed $100 million on any day, the annual rate of advisory fee for that day is 0.750% on the first $100 million of net assets of the New Income Trust. 

         
Optimized All Cap Trust   Not applicable  

0.675% — first $2.50 billion; and

0.650% — excess over $2.50 billion.

         
Optimized Value Trust  

Optimized Value Fund

(JHF II)

 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.

         
Real Estate Securities Trust   Real Estate Securities Fund (JHF II)   0.700% — at all asset levels.
         
Real Return Bond Trust  

Real Return Bond Fund

(JHF II)

 

0.700% — first $1 billion; and

0.650% — excess over $1 billion.

         
Science & Technology Trust   Science & Technology Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         

Short Term Government

Income Trust

 

  Short Term Government Income Fund (JHF  II)  

0.570% — first $250 million; and

0.550% — excess over $250 million.

 

         
Small Cap Growth Trust  

Small Cap Growth Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — excess over $100 million.

         
Small Cap Index Trust  

Small Cap Index Fund

JHF II)

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

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Small Cap Opportunities Trust  

Small Cap Opportunities Fund

(JHF II)

 

1.000% — first $500 million;

0.950% — next $500 million;

0.900% — next $1 billion;

0.850%— excess over $2 billion;

         
Small Cap Value Trust  

Small Cap Value Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $500 million; and

1.000% — excess over $600 million.

         
Small Company Growth Trust  

Small Company Growth Fund

 

 

1.050% — first $250 million; and

1.000% — excess over $250 million.

 

When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.

JHT

Small Cap Opportunities Trust

International Growth Stock Trust

Value Trust

 

JHF II

Small Company Growth Fund

Small Cap Opportunities Fund

International Growth Stock Fund

Value Fund

         
Small Company Value Trust   Small Company Value Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         
Smaller Company Growth Trust   Smaller Company Growth Fund (JHF II)  

1.100% — first $125 million;

1.050%— next $250 million;

1.00%— next $625 million; and

0.950% — excess over $1 billion .

 

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Strategic Income Opportunities Trust  

Strategic Income Opportunities Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.

         
Total Bond Market  Trust A   Not applicable  

0.470% — all asset levels.

         
Total Bond Market Trust B   Not applicable  

0.470% — all asset levels

         
Total Return Trust  

Total Return Fund

(JHF II)

  See below
         
Total Stock Market Index Trust   Total Stock Market Index Fund (JHF II)  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Ultra Short Term Bond Trust   Not applicable  

0.550% — first $250 million; and

0.530% — excess over $250 million.

         
U.S. Multi Sector Trust  

U.S. Multi Sector Fund

(JHF II)

 

0.780% — first $500 million;

0.760% — next $500 million;

0.750% — next $1.5 billion; and

0.740% — excess over $2.5 billion.

         
Utilities Trust  

Utilities Fund

(JHF II)

 

0.825% — first $600 million;

0.800% — next $300 million;

0.775% — next $600 million; and

0.700% — excess over $1.5 billion.

         
Value & Restructuring Trust   Value & Restructuring Fund (JHF II)  

0.825% — first $500 million;

0.800% — next $500 million; and

0.775% — excess over $1 billion.

         
Value Trust  

Value Fund

(JHF II)

 

0.750% — first $200 million;

0.725% — next $300 million; and

0.650% — excess over $500 million.

 

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Capital Appreciation Value Trust

 

If net assets are less than $500 million, the following fee schedule shall apply:

 

Portfolio   First $250 million of
Net Assets
    Excess Over $250 million of
Net Assets
 
Capital Appreciation Value Trust     0.950 %     0.850 %

 

If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

 

Portfolio   First $1 billion of
Net Assets
    Excess Over $1 billion of
Net Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

 

Portfolio   First $500 million
of Net Assets
    Excess Over $500 million of
Net Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $3 billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Capital Appreciation Value Trust     0.800 %

 

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Total Return Trust

 

The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").

 

Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio

 

During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:

 

Portfolio  

First

$1 Billion

of Total Return

Net Assets**

   

Excess Over

$1 Billion

of Total Return

Net Assets**

 
Total Return Trust     0.700 %     0.675 %

 

If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Total Return Trust     0.700 %

 

*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the John Hancock Trust and the John Hancock Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of John Hancock Funds II.

 

PIMCO is not the Subadviser to the Portfolio

 

If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:

 

Portfolio  

First

$1 Billion

of Total Return

Net Assets**

   

Excess Over

$1 Billion

of Total Return

Net Assets**

 
Total Return Trust     0.700 %     0.675 %

 

**The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Fund, a series of John Hancock Funds II but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Fund. For purposes of determining Total Return Net Assets and calculating the Advisory Fee, the net assets of the Portfolio are determined as of the close of business on the previous business day of the Trust, and the net assets of the Total Return Trust are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

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Funds of Funds

 

The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

 

Core Allocation Trust Lifecycle 2035 Trust
Core Balanced Trust Lifecycle 2040 Trust
Core Balanced Strategy Trust Lifecycle 2045 Trust
Core Disciplined Diversification Trust Lifecycle 2050 Trust
Core Fundamental Holdings Trust (collectively, the “Lifecycle Trusts”)
Core Global Diversification Trust  
Core Strategy Trust Lifestyle Aggressive Trust
Franklin Templeton Founding Allocation Trust Lifestyle Balanced Trust
  Lifestyle Conservative Trust
Lifecycle 2010 Trust Lifestyle Growth Trust
Lifecycle 2015 Trust Lifestyle Moderate Trust
Lifecycle 2020 Trust (collectively, the “Lifestyle Trusts”)
Lifecycle 2025 Trust  
Lifecycle 2030 Trust  

 

 

 

Certain Definitions :

 

Affiliated Fund Assets ” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.

 

Affiliated Funds ” are any fund of John Hancock Trust (“JHT”), John Hancock Funds II (“JHF II”) or John Hancock Funds III (“JHF III”), excluding the following funds of JHT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.

 

Aggregate Net Assets ” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.

 

Other Assets ” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.

 

Adviser Fee:

 

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund of Funds, a fee computed separately for each Fund of Funds as follows (the “Adviser Fee”).

 

The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such f ee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

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(a) Fee on Affiliated Fund Assets . The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.

 

(b) Fee on Other Assets . The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.

 

Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHT for JHT Funds, as of the close of business on the previous business day of JHF II for JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.

 

If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

Fee Schedules:

 

    Rates Applied to Net Assets of the Fund of Funds  
Fund of Funds   Affiliated Fund Assets     Other Assets  
   

First

$500 million

   

Excess Over

$500 million

   

First

$500 million

   

Excess Over

$500 million

 
                         
Core Allocation Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Balanced Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Balanced Strategy Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Disciplined Diversification Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Fundamental Holdings Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Global Diversification Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Strategy Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Franklin Templeton Founding  Allocation Trust     0.050 %     0.040 %     0.500 %     0.490 %

 

14
 

 

Lifecycle Trusts

 

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
Fund of Funds   Affiliated Fund Assets     Other Assets  
   

First

$7.5 billion

   

Excess Over

$7.5 billion

   

First

$7.5 billion

   

Excess Over

$7.5 billion

 
Each Lifecycle Trust     0.060 %     0.050 %     0.510 %     0.500 %

 

 

(1) Aggregate Net Assets . For each Lifecycle Trust, Aggregate Net Assets include the net assets of all the JHT Lifecycle Trusts and the net assets of all the JHF II Lifecycle Portfolios. The JHF II Lifecycle Portfolios are: the Lifecycle 2010 Portfolio, Lifecycle 2015 Portfolio, Lifecycle 2020 Portfolio, Lifecycle 2025 Portfolio, Lifecycle 2030 Portfolio, Lifecycle 2035 Portfolio, Lifecycle 2040 Portfolio, Lifecycle 2045 Portfolio and Lifecycle 2050 Portfolio.

 

Lifestyle Trusts

 

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
Fund of Funds   Affiliated Fund Assets     Other Assets  
   

First

$7.5 billion

   

Excess Over

$7.5 billion

   

First

$7.5 billion

   

Excess Over

$7.5 billion

 
Each Lifestyle Trust     0.050 %     0.040 %     0.500 %     0.490 %

 

 

(1) Aggregate Net Assets . For each Lifestyle Trust, Aggregate Net Assets include the net assets of all the JHT Lifestyle Trusts and the net assets of all the JHF II Lifestyle Portfolios. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio.

 

15
 

 

American Fund of Funds

 

American Fundamental Holdings Trust

American Global Diversification Trust

Core Diversified Growth & Income Trust

 

Advisory Fee

 

0.050% — first $500 million of Aggregate Net Assets*

0.040% — excess over $500 million of Aggregate Net Assets*

 

* Aggregate Net Assets include the net assets of the following funds:

 

John Hancock Trust

American Fundamental Holdings Trust

American Global Diversification Trust

Core Diversified Growth & Income Trust

 

John Hancock Funds II

Core Fundamental Holdings Fund

Core Global Diversification Fund

Core Diversified Growth &Income Fund

 

16

 

Exhibit (d)(1)(I)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

 

AMENDMENT (the “Amendment”) made this 1st day of October, 2013, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Variable Insurance Trust (formerly, John Hancock Trust), a Massachusetts business trust (the “Trust” or “JHVIT”) and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A is amended to:

 

add the Lifestyle Aggressive PS Series,

 

aggregate the assets of all JHVIT Lifestyle, JHVIT Lifestyle PS Series and JHF II Lifestyle Portfolios for purposes of calculating breakpoints in the advisory fee for each Lifestyle Trust and Lifestyle PS Series, and

 

aggregate the assets of all JHVIT Lifecycle Trusts, JHF II Retirement Choices, JHF II Retirement Living and JHF II Retirement Living II Portfolios for purposes of calculating breakpoints in the advisory fees of the JHVIT Lifecycle Trusts.

 

2. EFFECTIVE DATE

 

The Amendment shall become effective with respect to the fund on the later of:

 

(i) the date of its execution, and

(ii) approval by the Board of Trustees of the Trust of the Amendment.

 

3. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

 

4. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

John Hancock Variable Insurance Trust  
   
By:   /s/ Hugh McHaffie  
  President  
   
John Hancock Investment Management Services, LLC  
     
By: /s/ Leo Zerilli  

 

 
 

 

APPENDIX A

 

ADVISORY FEE SCHEDULE

 

The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Adviser Fee”).

 

The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

 

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

2
 

 

Advisory Fee Schedules

 

    Aggregate Net Assets Include the
Net Assets of the following funds in
addition to the
   
Trust Portfolio   Trust Portfolio   Advisory Fee of the Trust Portfolio-
         
500 Index Trust B   Not applicable  

0.470% — first $500 million; and

0.460% — excess over $500 million.

         
Active Bond Trust  

Active Bond Fund

(JHF II)

 

 

0.600% — first $2.5 billion;

0.575% — next $2.5 billion; and

0.550% — excess over $5 billion

         
All Cap Core Trust  

All Cap Core Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

         
All Cap Value Trust  

All Cap Value Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

Alpha Opportunities Trust  

Alpha Opportunities Fund

(JHF II)

 

1.025% — first $250 million;

1.00% — next $250 million;

0.975% — next $500 million; and

0.950% — excess over $1 billion

         
Fundamental Holdings Trust   See below   See below
         
Global Diversification Trust   See below   See below
         

Blue Chip Growth

Trust

 

Blue Chip Growth Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Bond Trust  

Bond PS Series

(JHVIT)

 

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.

         
Bond PS Series  

Bond Trust

(JHVIT)

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.

         
Capital Appreciation Trust  

Capital Appreciation Fund

(JHF II)

 

0.850% — first $300 million;

0.800% — between $300 million and $500 million;

0.700% — between $500 million and $1 billion; and

0.670% — excess over $1 billion.

 

3
 

 

Capital Appreciation Value Trust   Capital Appreciation Value Fund (JHF II)   See below
         
Core Allocation Plus Trust  

Core Allocation Plus Fund

(JHF II)

 

0.915% — first $500 million; and

0.865% — excess over $500 million

         
Core Bond Trust  

Core Bond Fund

(JHF II)

 

0.690% — first $200 million;

0.640% — next $200 million; and

0.570% — excess over $400 million.

         
Core Fundamental Holdings Trust   See below   See below
         
Core Global Diversification Trust   See below   See below
         
Core Strategy Trust   See below   See below
         
Currency Strategies Trust  

Currency Strategies Fund

(JHF II)

 

0.950% — first $250 million;

0.900% — next $250 million and

0.850% — excess over $500 million.

         
Disciplined Diversification Trust   Not applicable  

0.800% — first $100 million;

0.700% — next $900 million; and

0.650% — excess over $1 billion

         
Emerging Markets Value Trust  

Emerging Markets Fund

(JHF II)

 

1.00% — first $100 million; and

0.950% — excess over $100 million.

         
Equity-Income Trust  

Equity-Income Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Financial Services Trust  

Financial Services Fund

(JHF II)

 

0.800% — first $50 million;

0.7750% — next $450 million; and

0.750% — excess over $500 million.

 

4
 

 

Franklin Templeton Founding Allocation Trust   See below   See below
         
Fundamental All Cap Core Trust  

Fundamental All Cap Core Fund

(JHF II)

 

0.675% — first $2.50 billion; and

0.650% — excess over $2.50 billion.

         
Fundamental Large Cap Value Trust  

Fundamental Large Cap Value Fund

(JHF II)

 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.

         
Fundamental Value Trust   Fundamental Value Fund (JHF II)  

0.800% — first $50 million;

0.775% — next $450 million; and

0.750% — excess over $500 million.

         
Global Bond Trust  

Global Bond Fund

(JHF II)

  0.700% — at all asset levels.
         
Global Trust  

JHVIT

International Value Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

International Value Fund

Income Fund

Mutual Shares Fund

International Small Cap Fund

 

0.850% — first $1 billion; and

0.800% — excess over $1 billion.

 

         
Growth Equity Trust  

Rainier Growth Fund

(JHF III)

 

0.730% — first $3 billion;

0.725% — next $3 billion; and

0.700% — excess over $6 billion.

         
Health Sciences Trust   Health Sciences Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         
High Yield Trust  

High Yield Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.

 

5
 

 

Income Trust  

JHVIT

International Value Trust

Global Trust

Mutual Shares Trust

 

JHF II

Income Fund

International Small Cap Fund

International Value Fund

Global Fund

Mutual Shares Fund

 

1.075% first $50 million;

0.915% next $150 million;

0.825% next $300 million; and

0.800% excess over $500 million

 

When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.

         
International Core Trust  

International Core Fund

(JHF III)

 

0.92% — first $100 million;

0.895% — next $900 million;

0.88% — next $1 billion;

0.85% — next $1 billion;

0.825% — next $1 billion;

0.800% — excess over $4 billion.

         
International Equity Index Trust B   Not applicable  

0.550% — first $100 million; and

0.530% — excess over $100 million.

         
International Growth Stock Trust   International Growth Stock Fund (JHF II)  

0.850% — first $250 million;

0.800% — next $500 million and

0.750% — excess over $750 million.

         
International Small Company Trust   International Small Company Fund (JHF II)   0.950% — all asset levels

 

6
 

 

International Value Trust  

JHVIT

Global Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

Income Fund

International Small Cap Fund

International Value Fund

Mutual Shares Fund

 

0.950% first $150 million;

0.850% next $150 million; and

0.800% excess over $300 million

 

When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.

         
Investment Quality Bond Trust   Investment Quality Bond Fund (JHF II)  

0.600% — first $500 million; and

0.550% — excess over $500 million.

         
Lifecycle Trusts   See below   See below
         
Lifestyle Trusts   See below   See below
         
Lifestyle PS Series   See below   See below
         
Mid Cap Index Trust   Not Applicable  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Mid Cap Stock Trust  

Mid Cap Stock Fund

(JHF II

 

0.875% — first $200 million;

0.850% — next $300 million; and

0.825% — excess over $500 million.

         
Mid Value Trust  

Mid Value Fund

(JHF II)

 

1.050% — first $50 million; and

0.950% — excess over $50 million.

         
Money Market Trust  

Money Market Fund

(JHF II)

 

0.500% — first $500 million; and

0.470% — excess over $500 million.

         
Money Market Trust B   Not applicable  

0.500% — first $500 million; and

0.470% — excess over $500 million.

 

7
 

 

Mutual Shares Trust  

Mutual Shares Fund

(JHF II)

 

0.960% — first $750 million; and

0.920% — excess over $750 million.

 

#When Aggregate Net Assets for the Mutual Shares Trust exceed $750 million, the advisory fee is 0.92% on all net assets of the Mutual Shares Trust.

         
Natural Resources Trust  

Natural Resources Fund

(JHF II)

 

1.000% — first $1 billion;

0.975% — next $1 billion;

0.950% — excess over $2 billion.

         

New Income Trust

(formerly, “Spectrum Income Trust”)

  Not Applicable  

0.800% — first $50 million*;

0.750% — next $50 million*#;

0.675% — next $150 million*;

0.625% — next $250 million*; and

0.600% — excess over $500 million*.

 

*The annual rate of the advisory fee on all the net assets of the New Income Trust on any day shall not exceed 0.725%.

 

#When net assets of the New Income Trust exceed $100 million on any day, the annual rate of advisory fee for that day is 0.750% on the first $100 million of net assets of the New Income Trust.

         
Real Estate Securities Trust   Real Estate Securities Fund (JHF II)   0.700% — at all asset levels.
         
Real Return Bond Trust  

Real Return Bond Fund

(JHF II)

 

0.700% — first $1 billion; and

0.650% — excess over $1 billion.

         
Science & Technology Trust   Science & Technology Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         

Short Term Government

Income Trust

 

  Short Term Government Income Fund (JHF  II)  

0.570% — first $250 million; and

0.550% — excess over $250 million.

 

         
Small Cap Growth Trust  

Small Cap Growth Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — excess over $100 million.

         
Small Cap Index Trust   Not Applicable  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

8
 

 

Small Cap Opportunities Trust  

Small Cap Opportunities Fund

(JHF II)

 

1.000% — first $500 million;

0.950% — next $500 million;

0.900% — next $1 billion;

0.850% — excess over $2 billion;

         
Small Cap Value Trust  

Small Cap Value Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $500 million; and

1.000% — excess over $600 million.

         
Small Company Growth Trust  

Small Company Growth Fund

 

 

1.050% — first $250 million; and

1.000% — excess over $250 million.

 

When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.

 

JHVIT

Small Cap Opportunities Trust

International Growth Stock Trust

Value Trust

 

JHF II

Small Company Growth Fund

Small Cap Opportunities Fund

International Growth Stock Fund

Value Fund

         
Small Company Value Trust   Small Company Value Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         
Smaller Company Growth Trust   Smaller Company Growth Fund (JHF II)  

1.100% — first $125 million;

1.050% — next $250 million;

1.00% — next $625 million; and

0.950% — excess over $1 billion.

         
Strategic Equity Allocation Trust   Strategic Equity Allocation Fund (JHF II)  

0.675% First $2.5 billion;

0.650% Next $5 billion;

0.625% Next 2.5 billion and

0.600% Excess over $10 billion.

         
Strategic Income Opportunities Trust  

Strategic Income Opportunities Fund

(JHF II)

 

0.700% — first $500 million;

0.650% — next $3 billion; and

0.600% — excess over $3.5 billion

 

9
 

 

Total Bond Market Trust B  

Total Bond Market Trust A

 

0.470% — first $1.5 billion;

0.460% — excess over $1.5 billion

         
Total Return Trust  

Total Return Fund

(JHF II)

  See below
         
Total Stock Market Index Trust   Total Stock Market Index Fund (JHF II)  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Ultra Short Term Bond Trust   Not applicable  

0.550% — first $250 million; and

0.530% — excess over $250 million.

         
U.S. Equity Trust  

U.S. Equity Fund

(JHF II)

 

0.780% — first $500 million;

0.760% — next $500 million; and

0.740% — excess over $1 billion.

         
Utilities Trust  

Utilities Fund

(JHF II)

 

0.825% — first $600 million;

0.800% — next $300 million;

0.775% — next $600 million; and

0.700% — excess over $1.5 billion.

         
Value Trust  

Value Fund

(JHF II)

 

0.750% — first $200 million;

0.725% — next $300 million; and

0.650% — excess over $500 million.

 

10
 

 

Capital Appreciation Value Trust

 

If net assets are less than $500 million, the following fee schedule shall apply:

 

Portfolio   First $250 million of
Net Assets
    Excess Over $250 million of
Net Assets
 
Capital Appreciation Value Trust     0.950 %     0.850 %

 

If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

 

Portfolio   First $1 billion of
Net Assets
    Excess Over $1 billion of Net
Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

 

Portfolio   First $500 million of
Net Assets
    Excess Over $500 million of
Net Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $3 billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Capital Appreciation Value Trust     0.800 %

 

11
 

 

Total Return Trust

 

The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").

 

Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio

 

During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:

 

Portfolio   First
$1 Billion
of Total Return
Net Assets**
    Excess Over
$1 Billion
of Total Return
Net Assets**
 
Total Return Trust     0.700 %     0.675 %

 

If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Total Return Trust     0.700 %

 

*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the John Hancock Trust and the John Hancock Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of John Hancock Funds II.

 

PIMCO is not the Subadviser to the Portfolio

 

If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:

 

Portfolio   First
$1 Billion
of Total Return
Net Assets**
    Excess Over
$1 Billion
of Total Return
Net Assets**
 
Total Return Trust     0.700 %     0.675 %

 

**The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Fund, a series of John Hancock Funds II but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Fund. For purposes of determining Total Return Net Assets and calculating the Advisory Fee, the net assets of the Portfolio are determined as of the close of business on the previous business day of the Trust, and the net assets of the Total Return Trust are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

12
 

 

Funds of Funds

 

The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

 

Core Fundamental Holdings Trust

Core Global Diversification Trust

Core Strategy Trust

Franklin Templeton Founding Allocation Trust

 

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

 

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

(collectively, the “Lifecycle Trusts”)

 

Lifestyle Aggressive Trust

Lifestyle Balanced Trust

Lifestyle Conservative Trust

Lifestyle Growth Trust

Lifestyle Moderate Trust

(collectively, the “Lifestyle Trusts”)

 

Lifestyle Aggressive PS Series

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series

(collectively, the “Lifestyle PS Series”)

 

 

 

Certain Definitions :

 

Affiliated Fund Assets ” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.

 

Affiliated Funds ” are any fund of John Hancock Trust (“JHVIT”), John Hancock Funds II (“JHF II”) or John Hancock Funds III (“JHF III”), excluding the following funds of JHVIT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.

 

Aggregate Net Assets ” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHVIT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.

 

Other Assets ” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.

 

Adviser Fee:

 

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund of Funds, a fee computed separately for each Fund of Funds as follows (the “Adviser Fee”).

 

13
 

 

The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such f ee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

(a) Fee on Affiliated Fund Assets . The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.

 

(b) Fee on Other Assets . The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.

 

Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHVIT for JHVIT Funds, as of the close of business on the previous business day of JHF II for JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.

 

If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

Fee Schedules:

 

    Rates Applied to Net Assets of the Fund of Funds  
Fund of Funds   Affiliated Fund Assets     Other Assets  
    First
$500 million
    Excess Over
$500 million
    First
$500 million
    Excess Over
$500 million
 
                         
Core Fundamental Holdings Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Global Diversification Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Core Strategy Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Franklin Templeton Founding Allocation Trust     0.050 %     0.040 %     0.500 %     0.490 %

 

14
 

 

Lifecycle Trusts

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
Fund of Funds   Affiliated Fund Assets     Other Assets  
    First
$7.5 billion
    Excess Over
$7.5 billion
    First
$7.5 billion
    Excess Over
$7.5 billion
 
Each Lifecycle Trust     0.060 %     0.050 %     0.510 %     0.500 %

 

 

 

(1) Aggregate Net Assets . For each Lifecycle Trust, Aggregate Net Assets include the net assets of all the JHVIT Lifecycle Trusts, the net assets of all the JHF II Retirement Choices Portfolios, the net assets of all of the JHF II Retirement Living Portfolios and the net assets of all the JHF II Retirement Living II Portfolios.

 

Lifestyle Trusts

Lifestyle PS Series

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
Fund of Funds   Affiliated Fund Assets     Other Assets  
    First
$7.5 billion
    Excess Over
$7.5 billion
    First
$7.5 billion
    Excess Over
$7.5 billion
 
Each Lifestyle Trust
Each Lifestyle PS Series
    0.050 %     0.040 %     0.500 %     0.490 %

 

 

 

 (1) Aggregate Net Assets . For each Lifestyle Trust and each Lifestyle PS Series, Aggregate Net Assets include the net assets of all the JHVIT Lifestyle Trusts, the JHVIT Lifestyle PS Series and the JHF II Lifestyle Portfolios. The JHVIT Lifestyle Trusts are: Lifestyle Aggressive Trust, Lifestyle Balanced Trust, Lifestyle Conservative Trust, Lifestyle Growth Trust and Lifestyle Moderate Trust. The JHVIT Lifestyle PS Series are: Lifestyle Aggressive PS Series, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio.z

 

15
 

 

American Fund of Funds

 

Fundamental Holdings Trust

Global Diversification Trust

 

Advisory Fee

 

0.050% — first $500 million of Aggregate Net Assets*

0.040% — excess over $500 million of Aggregate Net Assets*

 

*Aggregate Net Assets include the net assets of the following funds:

 

John Hancock Variable Insurance Trust

Fundamental Holdings Trust

Global Diversification Trust

 

John Hancock Funds II

Core Fundamental Holdings Fund

Core Global Diversification Fund

Core Diversified Growth & Income Fund

 

16

 

Exhibit (d)(1)(K)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

 

AMENDMENT (the “Amendment”) made this 25th day of June, 2014, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Variable Insurance Trust (formerly, John Hancock Trust), a Massachusetts business trust (the “Trust” or “JHVIT”) and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A is amended to:

 

(i) change the fees for the Financial Services Trust,

 

(ii) reduce the fees for the Fundamental Value Trust, and

 

(iii) change the funds whose net assets are aggregated for purposes of determining the advisory fee for the Fundamental Large Cap Value Trust.

 

2. EFFECTIVE DATE

 

The Amendment shall become effective with respect to the fund on the later of:

 

(i) the date of its execution, and

(ii) approval by the Board of Trustees of the Trust of the Amendment.

 

3. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

 

4. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

John Hancock Variable Insurance Trust

 

By: /s/ Andrew Arnott  
  Andrew Arnott, President  

 

John Hancock Investment Management Services, LLC

 

By: /s/ Phil Fontana  
  Phil Fontana, Vice President  

 

 
 

 

APPENDIX A

 

ADVISORY FEE SCHEDULE

 

The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Adviser Fee”).

 

The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

 

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

2
 

 

Advisory Fee Schedules

 

  Aggregate Net Assets Include the
Net Assets of the following funds in
addition to the
 
Trust Portfolio Trust Portfolio Advisory Fee of the Trust Portfolio-
     
500 Index Trust B Not applicable 0.470% — first $500 million; and
    0.460% — excess over $500 million.
Active Bond Trust Active Bond Fund  
  (JHF II) 0.600% — first $2.5 billion;
    0.575% — next $2.5 billion; and
    0.550% — excess over $5 billion
     
All Cap Core Trust All Cap Core Fund 0.800% — first $500 million; and
  (JHF II) 0.750% — excess over $500 million.
     
Alpha Opportunities Trust Alpha Opportunities Fund 1.025% — first $250 million;
  (JHF II) 1.00% — next $250 million;
    0.975% — next $500 million; and
    0.950%— excess over $1 billion
     
Blue Chip Growth Blue Chip Growth Fund 0.825% — first $1 billion; and
Trust (JHF II) 0.775% — excess over $1 billion.*
  *When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.
     
Bond Trust Bond PS Series 0.650% — first $500 million;
  (JHVIT) 0.600% — next $1 billion;
    0.575% — next $1 billion;
    0.550% — excess over $2.5 billion.
     
Bond PS Series Bond Trust 0.650% — first $500 million;
  (JHVIT) 0.600% — next $1 billion;
    0.575% — next $1 billion;
    0.550% — excess over $2.5 billion.

 

Capital Appreciation Trust Capital Appreciation Fund 0.850% — first $300 million;
   (JHF II) 0.800% — between $300 million and $500 million;
    0.700% — between $500 million and $1 billion; and
    0.670% — excess over $1 billion.
     
Capital Appreciation Value Trust Capital Appreciation Value Fund (JHF II) See below

 

3
 

 

Core Bond Trust Core Bond Fund 0.690% — first $200 million;
  (JHF II) 0.640% — next $200 million; and
    0.570% — excess over $400 million.
     
Core Strategy Trust See below See below
     
Currency Strategies Trust Currency Strategies Fund 0.950% — first $250 million;
  (JHF II) 0.900% — next $250 million and
    0.850% — excess over $500 million.
     
Emerging Markets Value Trust Emerging Markets Fund 1.00% — first $100 million; and
  (JHF II) 0.950% — excess over $100 million.
     
Equity-Income Trust Equity-Income Fund 0.825% — first $1 billion; and
  (JHF II) 0.775% — excess over $1 billion.*
  *When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.
     
Financial Services Trust John Hancock Financial 0.800% — first $250 million;
  Industries Fund 0.775% — next $250 million;
    0.750% — next $500 million; and
    0.725% — excess over $1 billion.

 

Franklin Templeton Founding

Allocation Trust

See below See below
     
Fundamental All Cap Core Trust Fundamental All Cap Core 0.675% — first $2.50 billion; and
  Fund 0.650% — excess over $2.50 billion.
  (JHF II)  
     
Fundamental Large Cap Value Trust Fundamental Large Cap Value 0.700% — first $500 million;
  Fund 0.650% — next $500 million; and
  (JHF II) 0.600% — excess over $1 billion.
  Fundamental Value Trust  
     
Fundamental Value Trust Fundamental Large Cap Value 0.700% — first $500 million;
  Trust 0.650% — next $500 million; and
  Fundamental Large Cap Value 0.600% — excess over $1 billion.
  Fund (JHF II)
     
Global Bond Trust Global Bond Fund 0.700% — at all asset levels.
  (JHF II)  

 

4
 

 

Global Trust JHVIT 0.850% — first $1 billion; and
  International Value Trust 0.800% — excess over $1 billion.
  Income Trust  
  Mutual Shares Trust  
     
  JHF II  
  Global Fund  
  International Value Fund  
  Income Fund  
  Mutual Shares Fund  
  International Small Cap Fund  
     
Health Sciences Trust Health Sciences Fund (JHF II) 1.050% — first $500 million;
    1.000% — next $250 million
    0.950% — excess over $750 million.
     
    *When Aggregate Net Assets exceed $750 million, the advisory fee is 0.95% on all net assets
     
High Yield Trust High Yield Fund 0.700% — first $500 million; and
   (JHF II) 0.650% — excess over $500 million.

 

Income Trust 1.075% first $50 million;
  JHVIT 0.915% next $150 million;
  International Value Trust 0.825% next $300 million; and
  Global Trust 0.800% excess over $500 million
  Mutual Shares Trust  
 

 

JHF II

When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all
  Income Fund net assets of the Income Trust.
  International Small Cap Fund  
  International Value Fund  
  Global Fund  
  Mutual Shares Fund  
     
International Core Trust International Core Fund 0.92% — first $100 million;
  (JHF III) 0.895% — next $900 million;
    0.88% — next $1 billion;
    0.85% — next $1 billion;
    0.825% — next $1 billion;
    0.800% — excess over $4 billion.
     
International Equity Index Trust B Not applicable 0.550% — first $100 million; and
    0.530% — excess over $100 million.

 

5
 

 

     
International Growth Stock Trust International Growth Stock 0.850% — first $250 million;
  Fund (JHF II) 0.800% — next $500 million and
    0.750% — excess over $750 million.
     
International Small Company Trust International Small Company  
  Fund (JHF II) 0.950% — all asset levels

 

International Value Trust    
  JHVIT 0.950% first $150 million;
  Global Trust 0.850% next $150 million; and
  Income Trust 0.800% excess over $300 million
  Mutual Shares Trust  
    When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.
  JHF II  
  Global Fund  
  Income Fund  
  International Small Cap Fund  
  International Value Fund  
  Mutual Shares Fund  
     
Investment Quality Bond Trust Investment Quality Bond 0.600% — first $500 million; and
  Fund (JHF II) 0.550% — excess over $500 million.
     
Lifecycle Trusts See below See below
     
Lifestyle Trusts See below See below
     
Lifestyle PS Series See below See below
     
Mid Cap Index Trust Not Applicable 0.490% — first $250 million;
    0.480% — next $250 million; and
    0.460% — excess over $500 million.
     
Mid Cap Stock Trust Mid Cap Stock Fund 0.875% — first $200 million;
  (JHF II) 0.850% — next $300 million; and
    0.825% — excess over $500 million.
     
Mid Value Trust Mid Value Fund 1.050% — first $50 million; and
  (JHF II) 0.950% — excess over $50 million.
     
Money Market Trust Money Market Fund 0.500% — first $500 million; and
  (JHF II) 0.470% — excess over $500 million.
     
Money Market Trust B Not applicable 0.500% — first $500 million; and
    0.470% — excess over $500 million.

 

6
 

 

Mutual Shares Trust Mutual Shares Fund 0.960% — first $750 million; and
   (JHF II) 0.920% — excess over $750 million.
     
    #When Aggregate Net Assets for the Mutual Shares Trust exceed $750 million, the advisory fee is 0.92% on all net assets of the Mutual Shares Trust.
     
Natural Resources Trust Natural Resources Fund 1.000% — first $1 billion;
  (JHF II) 0.975% — next $1 billion;
    0.950% — excess over $2 billion.
     
New Income Trust Not Applicable 0.800% — first $50 million*;
(formerly, “Spectrum Income   0.750% — next $50 million*#;
Trust”)   0.675% — next $150 million*;
    0.625% — next $250 million*; and
    0.600% — excess over $500 million*.
     
    *The annual rate of the advisory fee on all the net assets of the New Income Trust on any day shall not exceed 0.725%.
     
    #When net assets of the New Income Trust exceed $100 million on any day, the annual rate of advisory fee for that day is 0.750% on the first $100 million of net assets of the New Income Trust.
     
Real Estate Securities Trust Real Estate Securities 0.700% — at all asset levels.
  Fund (JHF II)  
     
Real Return Bond Trust Real Return Bond 0.700% — first $1 billion; and
 

Fund

(JHF II)

0.650% — excess over $1 billion.
     
Science & Technology Trust Science & Technology 1.050% — first $500 million; and
  Fund (JHF II) 1.000% — excess over $500 million.
     
Short Term Government Short Term Government 0.570% — first $250 million; and  
Income Trust Income Fund (JHF II) 0.550% — excess over $250 million.  
     
Small Cap Growth Trust

Small Cap Growth Fund

(JHF II)

1.100% — first $100 million;

1.050% — excess over $100 million.

     
Small Cap Index Trust Not Applicable 0.490% — first $250 million;
    0.480% — next $250 million; and
    0.460% — excess over $500 million.

 

Small Cap Opportunities Trust Small Cap Opportunities Fund 1.000% — first $500 million;
  (JHF II) 0.950% — next $500 million;
    0.900% — next $1 billion;
    0.850%— excess over $2 billion;
     
Small Cap Value Trust Small Cap Value Fund 1.100% — first $100 million;
   (JHF II) 1.050% — next $500 million; and
    1.000% — excess over $600 million.

 

7
 

 

Small Company Growth Trust Small Company Growth Fund 1.050% — first $250 million; and
    1.000% — excess over $250 million.
     
    When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.
     
    JHVIT
    Small Cap Opportunities Trust
    International Growth Stock Trust
    Value Trust
     
    JHF II
    Small Company Growth Fund
    Small Cap Opportunities Fund
    International Growth Stock Fund
    Value Fund
     
Small Company Value Trust Small Company Value Fund 1.050% — first $500 million; and
  (JHF II) 1.000% — excess over $500 million.
     
Strategic Equity Allocation Trust Strategic Equity Allocation 0.675% First $2.5 billion;
  Fund (JHF II) 0.650% Next $5 billion;
    0.625% Next 2.5 billion and
    0.600% Excess over $10 billion.
     
Strategic Income Opportunities Strategic Income 0.700% — first $500 million;
Trust Opportunities Fund 0.650% — next $3 billion; and
   (JHF II) 0.600% — excess over $3.5 billion
   

 

Total Bond Market Trust B Total Bond Market Trust A 0.470% — first $1.5 billion;
    0.460% — excess over $1.5 billion
     
Total Return Trust Total Return Fund See below
   (JHF II)  
     
Total Stock Market Index Trust Total Stock Market Index 0.490% — first $250 million;
  Fund (JHF II) 0.480% — next $250 million; and
    0.460% — excess over $500 million.
     
Ultra Short Term Bond Trust Not applicable 0.550% — first $250 million; and
    0.530% — excess over $250 million.

 

8
 

 

U.S. Equity Trust U.S. Equity Fund 0.780% — first $500 million;
   (JHF II) 0.760% — next $500 million; and
    0.740% — excess over $1 billion.
     
Utilities Trust Utilities Fund 0.825% — first $600 million;
  (JHF II) 0.800% — next $300 million;
    0.775% — next $600 million; and
    0.700% — excess over $1.5 billion.
     
Value Trust Value Fund 0.750% — first $200 million;
  (JHF II) 0.725% — next $300 million; and
    0.650% — excess over $500 million.

 

9
 

 

Capital Appreciation Value Trust

 

If net assets are less than $500 million, the following fee schedule shall apply:

 

Portfolio   First $250 million of
 Net Assets
    Excess Over $250 million of
Net Assets
 
Capital Appreciation Value Trust     0.950 %     0.850 %

 

If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

 

Portfolio   First $1 billion of
Net Assets
    Excess Over $1 billion of Net
Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

 

Portfolio   First $500 million of
Net Assets
    Excess Over $500 million of
Net Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $3 billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Capital Appreciation Value Trust     0.800 %

 

10
 

 

Total Return Trust

 

The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").

 

Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio

 

During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:

 

Portfolio   First
$1 Billion
of Total Return
Net Assets**
    Excess Over
$1 Billion
of Total Return
Net Assets**
 
Total Return Trust     0.700 %     0.675 %

 

If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Total Return Trust     0.700 %

 

*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the John Hancock Trust and the John Hancock Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of John Hancock Funds II.

 

PIMCO is not the Subadviser to the Portfolio

 

If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:

 

Portfolio   First
$1 Billion
of Total Return
Net Assets**
    Excess Over
$1 Billion
of Total Return
Net Assets**
 
Total Return Trust     0.700 %     0.675 %

 

**The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Fund, a series of John Hancock Funds II but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Fund. For purposes of determining Total Return Net Assets and calculating the Advisory Fee, the net assets of the Portfolio are determined as of the close of business on the previous business day of the Trust, and the net assets of the Total Return Trust are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

11
 

 

Funds of Funds

 

The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

 

Core Strategy Trust Lifecycle 2035 Trust
Franklin Templeton Founding Allocation Trust Lifecycle 2040 Trust
  Lifecycle 2045 Trust
  Lifecycle 2050 Trust
Lifecycle 2010 Trust (collectively, the “Lifecycle Trusts”)
Lifecycle 2015 Trust  
Lifecycle 2020 Trust Lifestyle Aggressive Trust
Lifecycle 2025 Trust Lifestyle Balanced Trust
Lifecycle 2030 Trust Lifestyle Conservative Trust
  Lifestyle Growth Trust
  Lifestyle Moderate Trust
  (collectively, the “Lifestyle Trusts”)
   
  Lifestyle Aggressive PS Series
  Lifestyle Balanced PS Series
  Lifestyle Conservative PS Series
  Lifestyle Growth PS Series
  Lifestyle Moderate PS Series
  (collectively, the “Lifestyle PS Series”)

 

 

 

Certain Definitions :

 

Affiliated Fund Assets ” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.

 

Affiliated Funds ” are any fund of John Hancock Trust (“JHVIT”), John Hancock Funds II (“JHF II”) or John Hancock Funds III (“JHF III”), excluding the following funds of JHVIT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.

 

Aggregate Net Assets ” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHVIT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.

 

Other Assets ” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.

 

Adviser Fee:

 

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund of Funds, a fee computed separately for each Fund of Funds as follows (the “Adviser Fee”).

 

12
 

 

The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such f ee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

(a) Fee on Affiliated Fund Assets . The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.

 

(b) Fee on Other Assets . The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.

 

Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHVIT for JHVIT Funds, as of the close of business on the previous business day of JHF II for JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.

 

If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

Fee Schedules:

 

    Rates Applied to Net Assets of the Fund of Funds
Fund of Funds   Affiliated Fund Assets   Other Assets  
    First
$500 million
  Excess Over
$500 million
    First
 $500 million
    Excess Over
 $500 million
 
                       
Core Strategy Trust   0.050%     0.040 %     0.500 %     0.490 %
                             
Franklin Templeton Founding Allocation Trust   0.050%     0.040 %     0.500 %     0.490 %

 

13
 

 

Lifecycle Trusts

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)
Fund of Funds   Affiliated Fund Assets   Other Assets
    First
$7.5 billion
  Excess Over
$7.5 billion
    First
$7.5 billion
  Excess Over
 $7.5 billion
 
Each Lifecycle Trust   0.060%     0.050 %   0.510%     0.500 %

 

 

 

(1) Aggregate Net Assets . For each Lifecycle Trust, Aggregate Net Assets include the net assets of all the JHVIT Lifecycle Trusts, the net assets of all the JHF II Retirement Choices Portfolios, the net assets of all of the JHF II Retirement Living Portfolios and the net assets of all the JHF II Retirement Living II Portfolios.

 

Lifestyle Trusts

Lifestyle PS Series

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)
Fund of Funds   Affiliated Fund Assets   Other Assets
    First
$7.5 billion
  Excess Over
$7.5 billion
    First
$7.5 billion
  Excess Over
 $7.5 billion
 
Each Lifestyle Trust Each Lifestyle PS Series   0.050%     0.040 %   0.500%     0.490 %

 

 

(1) Aggregate Net Assets . For each Lifestyle Trust and each Lifestyle PS Series, Aggregate Net Assets include the net assets of all the JHVIT Lifestyle Trusts, the JHVIT Lifestyle PS Series, the JHF II Lifestyle Portfolios and the JHF II Lifestyle II Portfolios. The JHVIT Lifestyle Trusts are: Lifestyle Aggressive Trust, Lifestyle Balanced Trust, Lifestyle Conservative Trust, Lifestyle Growth Trust and Lifestyle Moderate Trust. The JHVIT Lifestyle PS Series are: Lifestyle Aggressive PS Series, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio. The JHF II Lifestyle II Portfolios are: the Lifestyle II Aggressive Portfolio, Lifestyle II Balanced Portfolio, Lifestyle II Conservative Portfolio, Lifestyle II Growth Portfolio and Lifestyle II Moderate Portfolio.

 

14

 

Exhibit (d)(1)(L)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

 

AMENDMENT (the “Amendment”) made this 26th day of September, 2014, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Variable Insurance Trust (formerly, John Hancock Trust), a Massachusetts business trust (the “Trust” or “JHVIT”) and John Hancock Investment Management Services, LLC , a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A is amended to add to the schedule of funds whose net assets are aggregated for purposes of determining the advisory fee for the Strategic Income Opportunities Trust.

 

2. EFFECTIVE DATE

 

The Amendment shall become effective with respect to the fund on the later of:

 

(i) the date of its execution, and

(ii) approval by the Board of Trustees of the Trust of the Amendment.

 

3. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

 

4. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

John Hancock Variable Insurance Trust
   
By: /s/ Andrew Arnott  
  Andrew Arnott, President  
   
John Hancock Investment Management Services, LLC
   
By: /s/ Phil Fontana  
  Phil Fontana, Vice President  

 

 
 

 

APPENDIX A

 

ADVISORY FEE SCHEDULE

 

The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Adviser Fee”).

 

The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

 

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

2
 

 

Advisory Fee Schedules

 

    Aggregate Net Assets Include the
Net Assets of the following funds in
addition to the
   
Trust Portfolio   Trust Portfolio   Advisory Fee of the Trust Portfolio-
         
500 Index Trust B   Not applicable  

0.470% — first $500 million; and

0.460% — excess over $500 million.

         
Active Bond Trust  

Active Bond Fund

(JHF II)

 

0.600% — first $2.5 billion;

0.575% — next $2.5 billion; and

0.550% — excess over $5 billion

         
All Cap Core Trust  

All Cap Core Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

         
Alpha Opportunities Trust  

Alpha Opportunities Fund

(JHF II)

 

1.025% — first $250 million;

1.00% — next $250 million;

0.975% — next $500 million; and

0.950% — excess over $1 billion

         

Blue Chip Growth

Trust

 

Blue Chip Growth Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Bond Trust  

Bond PS Series

(JHVIT)

 

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.

         
Bond PS Series  

Bond Trust

(JHVIT)

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.

         
Capital Appreciation Trust  

Capital Appreciation Fund

(JHF II)

 

0.850% — first $300 million;

0.800% — between $300 million and $500 million;

0.700% — between $500 million and $1 billion; and

0.670% — excess over $1 billion.

         
Capital Appreciation Value Trust   Capital Appreciation Value Fund (JHF II)   See below

 

3
 

 

Core Bond Trust  

Core Bond Fund

(JHF II)

 

0.690% — first $200 million;

0.640% — next $200 million; and

0.570% — excess over $400 million.

         
Core Strategy Trust   See below   See below
         
Currency Strategies Trust  

Currency Strategies Fund

(JHF II)

 

0.950% — first $250 million;

0.900% — next $250 million and

0.850% — excess over $500 million.

         
Emerging Markets Value Trust  

Emerging Markets Fund

(JHF II)

 

1.00% — first $100 million; and

0.950% — excess over $100 million.

         
Equity-Income Trust  

Equity-Income Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Financial Services Trust  

John Hancock Financial Industries Fund

 

0.800% — first $250 million;

0.775% — next $250 million;

0.750% — next $500 million; and

0.725% — excess over $1 billion.

 

Franklin Templeton Founding Allocation Trust   See below   See below
         
Fundamental All Cap Core Trust  

Fundamental All Cap Core Fund

(JHF II)

 

0.675% — first $2.50 billion; and

0.650% — excess over $2.50 billion.

         
Fundamental Large Cap Value Trust  

Fundamental Large Cap Value Fund

(JHF II)

Fundamental Value Trust

 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.

         
Fundamental Value Trust  

Fundamental Large Cap Value Trust

Fundamental Large Cap Value Fund (JHF II)

 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.

         
Global Bond Trust  

Global Bond Fund

(JHF II)

  0.700% — at all asset levels.

 

4
 

 

Global Trust  

JHVIT

International Value Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

International Value Fund

Income Fund

Mutual Shares Fund

International Small Cap Fund

 

0.850% — first $1 billion; and

0.800% — excess over $1 billion.

 

         
Health Sciences Trust   Health Sciences Fund (JHF II)  

1.050% — first $500 million;

1.000% — next $250 million

0.950% — excess over $750 million.

         
        *When Aggregate Net Assets exceed $750 million, the advisory fee is 0.95% on all net assets
         
High Yield Trust  

High Yield Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.

         
Income Trust  

JHVIT

International Value Trust

Global Trust

Mutual Shares Trust

 

JHF II

Income Fund

International Small Cap Fund

International Value Fund

Global Fund

Mutual Shares Fund

 

1.075% first $50 million;

0.915% next $150 million;

0.825% next $300 million; and

0.800% excess over $500 million

 

When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.

 

         
International Core Trust  

International Core Fund

(JHF III)

 

0.92% — first $100 million;

0.895% — next $900 million;

0.88% — next $1 billion;

0.85% — next $1 billion;

0.825% — next $1 billion;

0.800% — excess over $4 billion.

         
International Equity Index Trust B   Not applicable  

0.550% — first $100 million; and

0.530% — excess over $100 million.

 

5
 

 

International Growth Stock Trust   International Growth Stock Fund (JHF II)  

0.850% — first $250 million;

0.800% — next $500 million and

0.750% — excess over $750 million.

         
International Small Company Trust   International Small Company Fund (JHF II)   0.950% — all asset levels
         
International Value Trust  

JHVIT

Global Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

Income Fund

International Small Cap Fund

International Value Fund

Mutual Shares Fund

 

 

0.950% first $150 million;

0.850% next $150 million; and

0.800% excess over $300 million

 

When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.

         
Investment Quality Bond Trust   Investment Quality Bond Fund (JHF II)  

0.600% — first $500 million; and

0.550% — excess over $500 million.

         
Lifecycle Trusts   See below   See below
         
Lifestyle MVPs   See below   See below
         
Lifestyle PS Series   See below   See below
         
Mid Cap Index Trust   Not Applicable  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Mid Cap Stock Trust  

Mid Cap Stock Fund

(JHF II

 

0.875% — first $200 million;

0.850% — next $300 million; and

0.825% — excess over $500 million.

         
Mid Value Trust  

Mid Value Fund

(JHF II)

 

1.050% — first $50 million; and

0.950% — excess over $50 million.

         
Money Market Trust  

Money Market Fund

(JHF II)

 

0.500% — first $500 million; and

0.470% — excess over $500 million.

         
Money Market Trust B   Not applicable  

0.500% — first $500 million; and

0.470% — excess over $500 million.

 

6
 

 

Mutual Shares Trust  

Mutual Shares Fund

(JHF II)

 

0.960% — first $750 million; and

0.920% — excess over $750 million.

 

#When Aggregate Net Assets for the Mutual Shares Trust exceed $750 million, the advisory fee is 0.92% on all net assets of the Mutual Shares Trust.

         
Natural Resources Trust  

Natural Resources Fund

(JHF II)

 

1.000% — first $1 billion;

0.975% — next $1 billion;

0.950% — excess over $2 billion.

         

New Income Trust

(formerly, “Spectrum Income Trust”)

  Not Applicable  

0.725% first $50 million

0.675% next $50 million

 

When net assets exceed $100 million, the annual rate of advisory fee for that day is 0.650% on all net assets

 

When net assets exceed $250 million, the annual rate of advisory fee for that day is 0.600% on all net assets

 

When net assets exceed $500 million, the annual rate of advisory fee for that day is 0.575% on the first $500 million and 0.550% on the excess over $500 million

 

When net assets exceed $1 billion, the annual rate of advisory fee for that day is 0.550% on all net assets

         
Real Estate Securities Trust   Real Estate Securities Fund (JHF II)   0.700% — at all asset levels.
         
Real Return Bond Trust  

Real Return Bond Fund

(JHF II)

 

0.700% — first $1 billion; and

0.650% — excess over $1 billion.

         
Science & Technology Trust   Science & Technology Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         

Short Term Government

Income Trust

  Short Term Government Income Fund (JHF  II)  

0.570% — first $250 million; and

0.550% — excess over $250 million.

         
Small Cap Growth Trust  

Small Cap Growth Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $400 million; and

       

1.000% — excess over $500 million;

Small Cap Index Trust   Not Applicable  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

7
 

 

Small Cap Opportunities Trust  

Small Cap Opportunities Fund

(JHF II)

 

1.000% — first $500 million;

0.950% — next $500 million;

0.900% — next $1 billion;

0.850% — excess over $2 billion;

 

Small Cap Value Trust  

Small Cap Value Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $500 million; and

1.000% — excess over $600 million.

         
Small Company Growth Trust  

Small Company Growth Fund

 

 

1.050% — first $250 million; and

1.000% — excess over $250 million.

 

When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.

 

JHVIT

Small Cap Opportunities Trust

International Growth Stock Trust

Value Trust

 

JHF II

Small Company Growth Fund

Small Cap Opportunities Fund

International Growth Stock Fund

Value Fund

         
Small Company Value Trust   Small Company Value Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         
Strategic Equity Allocation Trust   Strategic Equity Allocation Fund (JHF II)  

0.675% First $2.5 billion;

0.650% Next $5 billion;

0.625% Next 2.5 billion and

0.600% Excess over $10 billion.

         
Strategic Income Opportunities Trust  

Strategic Income Opportunities Fund (JHF II)

 

and

 

Income Allocation Fund (JHF II) (only with respect to the assets of the Income Allocation Fund managed according to the subadviser’s strategic income opportunities strategy)

 

0.700% — first $500 million;

0.650% — next $3 billion; and

0.600% — excess over $3.5 billion

 

8
 

 

Total Bond Market Trust B  

Total Bond Market Trust A

 

0.470% — first $1.5 billion;

0.460% — excess over $1.5 billion

         
Total Return Trust  

Total Return Fund

(JHF II)

  See below
         
Total Stock Market Index Trust   Total Stock Market Index Fund (JHF II)  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Ultra Short Term Bond Trust   Not applicable  

0.550% — first $250 million; and

0.530% — excess over $250 million.

         
U.S. Equity Trust  

U.S. Equity Fund

(JHF II)

 

0.780% — first $500 million;

0.760% — next $500 million; and

0.740% — excess over $1 billion.

         
Utilities Trust  

Utilities Fund

(JHF II)

 

0.825% — first $600 million;

0.800% — next $300 million;

0.775% — next $600 million; and

0.700% — excess over $1.5 billion.

         
Value Trust  

Value Fund

(JHF II)

 

0.750% — first $200 million;

0.725% — next $300 million; and

0.650% — excess over $500 million.

 

9
 

 

Capital Appreciation Value Trust

 

If net assets are less than $500 million, the following fee schedule shall apply:

 

Portfolio   First $250 million of
Net Assets
    Excess Over $250 million of
Net Assets
 
Capital Appreciation Value Trust     0.950 %     0.850 %

 

If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

 

Portfolio   First $1 billion of
Net Assets
    Excess Over $1 billion of Net
Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

 

Portfolio   First $500 million of
Net Assets
    Excess Over $500 million of
Net Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $3 billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Capital Appreciation Value Trust     0.800 %

 

10
 

 

Total Return Trust

 

The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").

 

Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio

 

During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:

 

Portfolio   First
$1 Billion
of Total Return
Net Assets**
    Excess Over
$1 Billion
of Total Return
Net Assets**
 
Total Return Trust     0.700 %     0.675 %

 

If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Total Return Trust     0.700 %

 

*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the John Hancock Trust and the John Hancock Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of John Hancock Funds II.

 

PIMCO is not the Subadviser to the Portfolio

 

If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:

 

Portfolio   First
$1 Billion
of Total Return
Net Assets**
    Excess Over
$1 Billion
of Total Return
Net Assets**
 
Total Return Trust     0.700 %     0.675 %

 

**The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Fund, a series of John Hancock Funds II but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Fund. For purposes of determining Total Return Net Assets and calculating the Advisory Fee, the net assets of the Portfolio are determined as of the close of business on the previous business day of the Trust, and the net assets of the Total Return Trust are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

11
 

 

Funds of Funds

 

The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

 

Core Strategy Trust

Franklin Templeton Founding Allocation Trust

 

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

(collectively, the “Lifecycle Trusts”)

 

Lifestyle Aggressive MVP

Lifestyle Balanced MVP

Lifestyle Conservative MVP

Lifestyle Growth MVP

Lifestyle Moderate MVP

(collectively, the “Lifestyle MVPs”)

 

Lifestyle Aggressive PS Series

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series

(collectively, the “Lifestyle PS Series”)

 

 

 

Certain Definitions :

 

Affiliated Fund Assets ” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.

 

Affiliated Funds ” are any fund of John Hancock Trust (“JHVIT”), John Hancock Funds II (“JHF II”) or John Hancock Funds III (“JHF III”), excluding the following funds of JHVIT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.

 

Aggregate Net Assets ” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHVIT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.

 

Other Assets ” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.

 

Adviser Fee:

 

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund of Funds, a fee computed separately for each Fund of Funds as follows (the “Adviser Fee”).

 

12
 

 

The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such f ee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

(a) Fee on Affiliated Fund Assets . The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.

 

(b) Fee on Other Assets . The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.

 

Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHVIT for JHVIT Funds, as of the close of business on the previous business day of JHF II for JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.

 

If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

Fee Schedules:

 

    Rates Applied to Net Assets of the Fund of Funds  
Fund of Funds   Affiliated Fund Assets     Other Assets  
    First
$500 million
    Excess Over
$500 million
    First
$500 million
    Excess Over
$500 million
 
                         
Core Strategy Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Franklin Templeton Founding  Allocation Trust     0.050 %     0.040 %     0.500 %     0.490 %

 

13
 

 

Lifecycle Trusts

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
Fund of Funds   Affiliated Fund Assets     Other Assets  
    First
$7.5 billion
    Excess Over
$7.5 billion
    First
$7.5 billion
    Excess Over
$7.5 billion
 
                         
Each Lifecycle Trust     0.060 %     0.050 %     0.510 %     0.500 %

 

 

 

(1) Aggregate Net Assets . For each Lifecycle Trust, Aggregate Net Assets include the net assets of all the JHVIT Lifecycle MVPs, the net assets of all the JHF II Retirement Choices Portfolios, the net assets of all of the JHF II Retirement Living Portfolios and the net assets of all the JHF II Retirement Living II Portfolios.

 

Lifestyle MVPs

Lifestyle PS Series

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
Fund of Funds   Affiliated Fund Assets     Other Assets  
    First
$7.5 billion
    Excess Over
$7.5 billion
    First
$7.5 billion
    Excess Over
$7.5 billion
 
                         
Each Lifestyle MVP
Each Lifestyle PS Series
    0.050 %     0.040 %     0.500 %     0.490 %

 

 

(1) Aggregate Net Assets . For each Lifestyle Trust and each Lifestyle PS Series, Aggregate Net Assets include the net assets of all the JHVIT Lifestyle MVPs, the JHVIT Lifestyle PS Series, the JHF II Lifestyle Portfolios and the JHF II Lifestyle II Portfolios. The JHVIT Lifestyle MVPs are: Lifestyle Aggressive MVP, Lifestyle Balanced MVP, Lifestyle Conservative MVP, Lifestyle Growth MVP and Lifestyle Moderate MVP. The JHVIT Lifestyle PS Series are: Lifestyle Aggressive PS Series, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio. The JHF II Lifestyle II Portfolios are: the Lifestyle II Aggressive Portfolio, Lifestyle II Balanced Portfolio, Lifestyle II Conservative Portfolio, Lifestyle II Growth Portfolio and Lifestyle II Moderate Portfolio.

 

14

 

 

Exhibit (d)(1)(M)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

 

AMENDMENT (the “Amendment”) made this 25th day of November, 2014, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Variable Insurance Trust (formerly, John Hancock Trust), a Massachusetts business trust (the “Trust” or “JHVIT”) and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A is amended to add to the schedule of funds whose net assets are aggregated for purposes of determining the advisory fee for the Emerging Market Value Trust.

 

2. EFFECTIVE DATE

 

The Amendment shall become effective with respect to the fund on the later of:

 

(i) the date of its execution, and

(ii) approval by the Board of Trustees of the Trust of the Amendment.

 

3. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

 

4. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

John Hancock Variable Insurance Trust

 

By:   /s/ Andrew Arnott  
  Andrew Arnott, President  

 

John Hancock Investment Management Services, LLC

 

By:   /s/ Phil Fontana  
  Phil Fontana, Vice President  

 

 
 

 

APPENDIX A

 

ADVISORY FEE SCHEDULE

 

The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Adviser Fee”).

 

The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

 

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

2
 

 

Advisory Fee Schedules

 

    Aggregate Net Assets Include the
Net Assets of the following funds in
addition to the
   
Trust Portfolio   Trust Portfolio   Advisory Fee of the Trust Portfolio-
         
500 Index Trust B   Not applicable  

0.470% — first $500 million; and

0.460% — excess over $500 million.

         
Active Bond Trust  

Active Bond Fund

(JHF II)

 

 

0.600% — first $2.5 billion;

0.575% — next $2.5 billion; and

0.550% — excess over $5 billion

         
All Cap Core Trust  

All Cap Core Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

         
Alpha Opportunities Trust  

Alpha Opportunities Fund

(JHF II)

 

1.025% — first $250 million;

1.00% — next $250 million;

0.975% — next $500 million; and

0.950% — excess over $1 billion

         

Blue Chip Growth

Trust

 

Blue Chip Growth Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Bond Trust  

Bond PS Series

(JHVIT)

 

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.

         
Capital Appreciation Trust  

Capital Appreciation Fund

(JHF II)

 

0.850% — first $300 million;

0.800% — between $300 million and $500 million;

0.700% — between $500 million and $1 billion; and

0.670% — excess over $1 billion.

         
Capital Appreciation Value Trust   Capital Appreciation Value Fund (JHF II)   See below

 

3
 

 

Core Bond Trust  

Core Bond Fund

(JHF II)

 

0.690% — first $200 million;

0.640% — next $200 million; and

0.570% — excess over $400 million.

         
Core Strategy Trust   See below   See below
         
Currency Strategies Trust  

Currency Strategies Fund

(JHF II)

 

0.950% — first $250 million;

0.900% — next $250 million and

0.850% — excess over $500 million.

         
Emerging Markets Value Trust  

Emerging Markets Fund

(JHF II)

Emerging Leaders Fund

(JHF II)

 

1.00% — first $100 million; and

0.950% — excess over $100 million.

         
Equity-Income Trust  

Equity-Income Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

         
Financial Industries Trust  

John Hancock Financial Industries Fund

 

 

0.800% — first $250 million;

0.775% — next $250 million;

0.750% — next $500 million; and

0.725% — excess over $1 billion.

         
Franklin Templeton Founding Allocation Trust   See below   See below
         
Fundamental All Cap Core Trust  

Fundamental All Cap Core Fund

(JHF II)

 

0.675% — first $2.50 billion; and

0.650% — excess over $2.50 billion.

         
Fundamental Large Cap Value Trust  

Fundamental Large Cap Value Fund

(JHF II)

Fundamental Value Trust

 

 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.

         
Global Bond Trust  

Global Bond Fund

(JHF II)

  0.700% — at all asset levels.

 

4
 

 

Global Trust  

JHVIT

International Value Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

International Value Fund

Income Fund

Mutual Shares Fund

International Small Cap Fund

 

0.850% — first $1 billion; and

0.800% — excess over $1 billion.

 

         
Health Sciences Trust   Health Sciences Fund (JHF II)  

1.050% — first $500 million;

1.000% — next $250 million

0.950% — excess over $750 million.

         
        *When Aggregate Net Assets exceed $750 million, the advisory fee is 0.95% on all net assets
         
High Yield Trust  

High Yield Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.

         
Income Trust  

 

JHVIT

International Value Trust

Global Trust

Mutual Shares Trust

 

JHF II

Income Fund

International Small Cap Fund

International Value Fund

Global Fund

Mutual Shares Fund

 

1.075% first $50 million;

0.915% next $150 million;

0.825% next $300 million; and

0.800% excess over $500 million

 

When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.

 

 

         
International Core Trust  

International Core Fund

(JHF III)

 

0.92% — first $100 million;

0.895% — next $900 million;

0.88% — next $1 billion;

0.85% — next $1 billion;

0.825% — next $1 billion;

0.800% — excess over $4 billion.

         
International Equity Index Trust B   Not applicable  

0.550% — first $100 million; and

0.530% — excess over $100 million.

 

5
 

 

International Growth Stock Trust   International Growth Stock Fund (JHF II)  

0.850% — first $250 million;

0.800% — next $500 million and

0.750% — excess over $750 million.

         
International Small Company Trust   International Small Company Fund (JHF II)  

 

0.950% — all asset levels

         
International Value Trust  

 

JHVIT

Global Trust

Income Trust

Mutual Shares Trust

 

JHF II

Global Fund

Income Fund

International Small Cap Fund

International Value Fund

Mutual Shares Fund

 

 

0.950% first $150 million;

0.850% next $150 million; and

0.800% excess over $300 million

 

When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.

         
Investment Quality Bond Trust   Investment Quality Bond Fund (JHF II)  

0.600% — first $500 million; and

0.550% — excess over $500 million.

         
Lifecycle Trusts   See below   See below
         
Lifestyle MVPs   See below   See below
         
Lifestyle PS Series   See below   See below
         
Mid Cap Index Trust   Not Applicable  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Mid Cap Stock Trust  

Mid Cap Stock Fund

(JHF II

 

0.875% — first $200 million;

0.850% — next $300 million; and

0.825% — excess over $500 million.

         
Mid Value Trust  

Mid Value Fund

(JHF II)

 

1.050% — first $50 million; and

0.950% — excess over $50 million.

         
Money Market Trust  

Money Market Fund

(JHF II)

 

0.500% — first $500 million; and

0.470% — excess over $500 million.

         
Money Market Trust B   Not applicable  

0.500% — first $500 million; and

0.470% — excess over $500 million.

 

 

6
 

 

Mutual Shares Trust  

Mutual Shares Fund

(JHF II)

 

0.960% — first $750 million; and

0.920% — excess over $750 million.

 

#When Aggregate Net Assets for the Mutual Shares Trust exceed $750 million, the advisory fee is 0.92% on all net assets of the Mutual Shares Trust.

         

New Income Trust

(formerly, “Spectrum Income Trust”)

  Not Applicable  

 

0.725% first $50 million

0.675% next $50 million

 

When net assets exceed $100 million, the annual rate of advisory fee for that day is 0.650% on all net assets

 

When net assets exceed $250 million, the annual rate of advisory fee for that day is 0.600% on all net assets

 

When net assets exceed $500 million, the annual rate of advisory fee for that day is 0.575% on the first $500 million and 0.550% on the excess over $500 million

 

When net assets exceed $1 billion, the annual rate of advisory fee for that day is 0.550% on all net assets

 

         
Real Estate Securities Trust   Real Estate Securities Fund (JHF II)   0.700% — at all asset levels.
         
Real Return Bond Trust  

Real Return Bond Fund

(JHF II)

 

0.700% — first $1 billion; and

0.650% — excess over $1 billion.

         
Science & Technology Trust   Science & Technology Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         

Short Term Government

Income Trust

 

  Short Term Government Income Fund (JHF  II)  

0.570% — first $250 million; and

0.550% — excess over $250 million.

 

         
Small Cap Growth Trust  

Small Cap Growth Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $400 million; and

        1.000% — excess over $500 million;
         
Small Cap Index Trust   Not Applicable  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Small Cap Opportunities Trust  

Small Cap Opportunities Fund

(JHF II)

 

1.000% — first $500 million;

0.950% — next $500 million;

0.900% — next $1 billion;

 

7
 

 

        0.850% — excess over $2 billion;
         
Small Cap Value Trust  

Small Cap Value Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $500 million; and

1.000% — excess over $600 million.

         
Small Company Growth Trust  

Small Company Growth Fund

 

 

1.050% — first $250 million; and

1.000% — excess over $250 million.

 

When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.

JHVIT

Small Cap Opportunities Trust

International Growth Stock Trust

Value Trust

 

JHF II

Small Company Growth Fund

Small Cap Opportunities Fund

International Growth Stock Fund

Value Fund

         
Small Company Value Trust   Small Company Value Fund (JHF II)  

1.050% — first $500 million; and

1.000% — excess over $500 million.

         
Strategic Equity Allocation Trust   Strategic Equity Allocation Fund (JHF II)  

0.675% First $2.5 billion;

0.650% Next $5 billion;

0.625% Next 2.5 billion and

0.600% Excess over $10 billion.

 

         
Strategic Income Opportunities Trust  

Strategic Income Opportunities Fund (JHF II)

 

and

 

Income Allocation Fund (JHF II) (only with respect to the assets of the Income Allocation Fund managed according to the subadviser’s strategic income opportunities strategy)

 

 

0.700% — first $500 million;

0.650% — next $3 billion; and

0.600% — excess over $3.5 billion

 

         
Total Bond Market Trust B  

Total Bond Market Trust A

 

 

0.470% — first $1.5 billion;

0.460% — excess over $1.5 billion

 

8
 

 

Total Return Trust  

Total Return Fund

(JHF II)

  See below
         
Total Stock Market Index Trust   Total Stock Market Index Fund (JHF II)  

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

         
Ultra Short Term Bond Trust   Not applicable  

0.550% — first $250 million; and

0.530% — excess over $250 million.

 

         
U.S. Equity Trust  

U.S. Equity Fund

(JHF II)

 

0.780% — first $500 million;

0.760% — next $500 million; and

0.740% — excess over $1 billion.

         
Utilities Trust  

Utilities Fund

(JHF II)

 

0.825% — first $600 million;

0.800% — next $300 million;

0.775% — next $600 million; and

0.700% — excess over $1.5 billion.

         
Value Trust  

Value Fund

(JHF II)

 

0.750% — first $200 million;

0.725% — next $300 million; and

0.650% — excess over $500 million.

 

9
 

 

Capital Appreciation Value Trust

 

If net assets are less than $500 million, the following fee schedule shall apply:

 

Portfolio   First $250 million of
Net Assets
    Excess Over $250 million of Net
Assets
 
Capital Appreciation Value Trust     0.950 %     0.850 %

 

If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

 

Portfolio   First $1 billion of
Net Assets
    Excess Over $1 billion of Net
Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

 

Portfolio   First $500 million of
Net Assets
    Excess Over $500 million of Net
Assets
 
Capital Appreciation Value Trust     0.850 %     0.800 %

 

If net assets equal or exceed $3 billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Capital Appreciation Value Trust     0.800 %

 

10
 

 

Total Return Trust

 

The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").

 

Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio

 

During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:

 

Portfolio   First
$1 Billion
of Total Return
Net Assets**
    Excess Over
$1 Billion
of Total Return
Net Assets**
 
Total Return Trust     0.700 %     0.675 %

 

If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:

 

Portfolio   All Asset Levels  
Total Return Trust     0.700 %

 

*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the John Hancock Trust and the John Hancock Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of John Hancock Funds II.

 

PIMCO is not the Subadviser to the Portfolio

 

If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:

 

Portfolio   First
$1 Billion
of Total Return
Net Assets**
    Excess Over
$1 Billion
of Total Return
Net Assets**
 
Total Return Trust     0.700 %     0.675 %

 

**The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Fund, a series of John Hancock Funds II but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Fund. For purposes of determining Total Return Net Assets and calculating the Advisory Fee, the net assets of the Portfolio are determined as of the close of business on the previous business day of the Trust, and the net assets of the Total Return Trust are determined as of the close of business on the previous business day of that fund.

 

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

11
 

 

Funds of Funds

 

The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

 

Core Strategy Trust

Franklin Templeton Founding Allocation Trust

 

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

(collectively, the “Lifecycle Trusts”)

 

Lifestyle Aggressive MVP

Lifestyle Balanced MVP

Lifestyle Conservative MVP

Lifestyle Growth MVP

Lifestyle Moderate MVP

(collectively, the “Lifestyle MVPs”)

 

Lifestyle Aggressive PS Series

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series

(collectively, the “Lifestyle PS Series”)

 

 

 

Certain Definitions :

 

Affiliated Fund Assets ” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.

 

Affiliated Funds ” are any fund of John Hancock Trust (“JHVIT”), John Hancock Funds II (“JHF II”) or John Hancock Funds III (“JHF III”), excluding the following funds of JHVIT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.

 

Aggregate Net Assets ” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHVIT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.

 

Other Assets ” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.

 

Adviser Fee:

 

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund of Funds, a fee computed separately for each Fund of Funds as follows (the “Adviser Fee”).

 

12
 

 

The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such f ee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

 

(a) Fee on Affiliated Fund Assets . The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.

 

(b) Fee on Other Assets . The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.

 

Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHVIT for JHVIT Funds, as of the close of business on the previous business day of JHF II for JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.

 

If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

Fee Schedules:

 

    Rates Applied to Net Assets of the Fund of Funds  
    Affiliated Fund Assets     Other Assets  
Fund of Funds   First
$500 million
    Excess Over $500 million     First
$500 million
    Excess Over
$500 million
 
                         
Core Strategy Trust     0.050 %     0.040 %     0.500 %     0.490 %
                                 
Franklin Templeton Founding  Allocation Trust     0.050 %     0.040 %     0.500 %     0.490 %

 

13
 

 

Lifecycle Trusts

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
    Affiliated Fund Assets     Other Assets  
Fund of Funds   First
$7.5 billion
    Excess Over $7.5 billion     First
$7.5 billion
    Excess Over
$7.5 billion
 
                                 
Each Lifecycle Trust     0.060 %     0.050 %     0.510 %     0.500 %

 

 

 

(1) Aggregate Net Assets . For each Lifecycle Trust, Aggregate Net Assets include the net assets of all the JHVIT Lifecycle MVPs, the net assets of all the JHF II Retirement Choices Portfolios, the net assets of all of the JHF II Retirement Living Portfolios and the net assets of all the JHF II Retirement Living II Portfolios.

 

Lifestyle MVPs

Lifestyle PS Series

    Rates Applied to Aggregate Net Assets of the Fund of Funds (1)  
    Affiliated Fund Assets     Other Assets  
Fund of Funds   First
$7.5 billion
    Excess Over $7.5 billion     First
$7.5 billion
    Excess Over
$7.5 billion
 
Each Lifestyle MVP Each Lifestyle PS Series     0.050 %     0.040 %     0.500 %     0.490 %

 

 

(1) Aggregate Net Assets . For each Lifestyle Trust and each Lifestyle PS Series, Aggregate Net Assets include the net assets of all the JHVIT Lifestyle MVPs, the JHVIT Lifestyle PS Series, the JHF II Lifestyle Portfolios and the JHF II Lifestyle II Portfolios. The JHVIT Lifestyle MVPs are: Lifestyle Aggressive MVP, Lifestyle Balanced MVP, Lifestyle Conservative MVP, Lifestyle Growth MVP and Lifestyle Moderate MVP. The JHVIT Lifestyle PS Series are: Lifestyle Aggressive PS Series, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio. The JHF II Lifestyle II Portfolios are: the Lifestyle II Aggressive Portfolio, Lifestyle II Balanced Portfolio, Lifestyle II Conservative Portfolio, Lifestyle II Growth Portfolio and Lifestyle II Moderate Portfolio.

 

14

 

 

Exhibit (d)(3)(C)

 

Notice of Termination of Subadvisory Agreement as to the

Short Term Bond Trust

(a Series of John Hancock Trust)

Declaration Management & Research LLC

 

Notice is hereby given pursuant to Section 7 of the Subadvisory Agreement (the “Agreement”) dated April 29, 2005, as amended, between John Hancock Investment Management Services, LLC and Declaration Management & Research LLC (“Declaration”) that the Agreement as to the Short Term Bond Trust is terminated effective as of the close of business on April 30, 2010. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after April 30, 2010.

 

Executed this 29th day of April, 2010.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Bruce R. Speca     
  Bruce R. Speca, EVP, IMS  

 

Declaration hereby waives its right to 60 days notice of such termination as provided for in Section 7 of the Agreement.

 

Declaration Management & Research LLC

 

By: /s/ William P. Callan  
  William P. Callan, President  

 

 

 

Exhibit (d)(3)(D)

 

AMENDMENT TO SUBADVISORY AGREEMENT

Declaration Management & Research LLC

 

AMENDMENT made as of this 1st day of July 2011 to the Subadvisory Agreement dated April 29, 2005 (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Declaration Management & Research LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

I. CHANGE IN APPENDIX A

 

The compensation of the Subadviser for the Total Bond Market Trust A and Total Bond Market Trust B shall be reduced as set forth in Appendix A.

 

3. EFFECTIVE DATE

 

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust (formerly John Hancock Trust) and (ii) execution of the Amendment.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Andrew Arnott  
  Andrew Arnott  
  Executive Vice President  

 

Declaration Management & Research LLC

 

By: /s/ William P. Callan, Jr.  
  William P. Callan, Jr.  
  President  

 

 
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below (portion of the net assets of the Portfolio as shall be assigned to the Subadviser by the Adviser from time to time in the case of the Active Bond Trust). The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio   Aggregate Net Assets  
       
Active Bond Trust     [  ] %

 

    First $[  ] of     Excess over $[  ]of  
    Aggregate Net Assets     Aggregate Net Assets  
             
Total Bond Market Trust A     [  ] %     [  ] %
                 
Total Bond Market Trust B     [  ] %     [  ] %

 

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust (portion of the net assets of the Portfolio as shall be assigned to the Subadviser by the Adviser from time to time in the case of the Active Bond Trust). It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)   Other Portfolio(s)
     
Total Bond Market Trust A   Total Bond Market Trust B and
     
    Total Bond Market Fund, a series of
  John Hancock Funds II
     
Total Bond Market Trust B   Total Bond Market Trust A and
     
    Total Bond Market Fund, a series of
  John Hancock Funds II

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the quotient of (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

 

 

Exhibit (d)(3)(E)

 

AMENDMENT TO SUBADVISORY AGREEMENT

Declaration Management & Research LLC

 

AMENDMENT made as of this 7th day of January 2012 to the Subadvisory Agreement dated April 29, 2005 (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Declaration Management & Research LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. Section 2.c is amended and restated as follows:

 

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement.  Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

3. EFFECTIVE DATE

 

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust and (ii) execution of the Amendment.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Leo Zerilli  
  Leo Zerilli, Senior Vice President and Chief Investment Officer  
     

Declaration Management & Research LLC

 

By: /s/ Diane Landers  
  Name:    Diane Landers  
  Title:   Chief Operating Officer  

 

 

 

Exhibit (d)(3)(F)

 

AMENDMENT TO SUBADVISORY AGREEMENT

Declaration Management & Research LLC

 

AMENDMENT made as of this 1st day of October 2012 to the Subadvisory Agreement dated April 29, 2005 (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Declaration Management & Research LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

I. CHANGE IN APPENDIX A

 

The compensation of the Subadviser for the Active Bond Trust shall be reduced as set forth in Appendix A.

 

3. EFFECTIVE DATE

 

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust and (ii) execution of the Amendment.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Leo Zerilli  
  Leo Zerilli  
  Senior Vice President  

 

Declaration Management & Research LLC

 

By: /s/ Diane R. Landers  
  Diane R. Landers  
  Chief Operating Officer  

 

 
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below (portion of the net assets of the Portfolio as shall be assigned to the Subadviser by the Adviser from time to time in the case of the Active Bond Trust). The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

    First $[ ] of
Aggregate Net
Assets*
    Next $[ ] of
Aggregate Net
Assets*
    Excess Over $[ ] of
Aggregate Net Assets*
 
Active Bond Trust#   [ ] %   [ ] %   [ ] %

 

#The subadvisory fee is paid on the portion of the net assets of the Active Bond Trust managed by the Subadviser as the Adviser may assign to the Subadviser from time to time.

 

    First $[ ] of     Excess over $[ ] of  
    Aggregate Net Assets*     Aggregate Net Assets*  
             
Total Bond Market Trust A   [ ] %   [ ] %
Total Bond Market Trust B   [ ] %   [ ] %

 

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)   Other Portfolio(s)
     
Active Bond Trust   Active Bond Fund, a series of John Hancock Funds II
     
Total Bond Market Trust A   Total Bond Market Trust B
     
Total Bond Market Trust B   Total Bond Market Trust A

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the quotient of (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

 

 

 

Exhibit (d)(4)(J)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

 

AMENDMENT made as of this 8th day of April, 2013 to the Subadvisory Agreement dated October 17, 2005 (the “Agreement”), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Deutsche Investment Management Americas Inc. (formerly, Deutsche Asset Management, Inc.), a Delaware corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. Section 2.c. is amended and restated as follows:

 

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement.  Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

2. Effective Date

 

This Amendment shall become effective with respect to each Portfolio on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurnace Trust and (ii) execution of the Amendment.

 

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

 

1
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

JOHN HANCOCK INVESTMENT MANAGEMENT

SERVICES, LLC

 

By: /s/ Leo Zerilli  
  Leo Zerilli, Senior Vice President and Chief Investment Officer

 

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

 

By: /s/ John W. Vojticek  
Name: John W. Vojticek  
Title: Managing Director  

 

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Exhibit (d)(5)(D)

 

JOHN HANCOCK TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Dimensional Fund Advisors LP

 

AMENDMENT made as of this 25th day of June, 2010 to the Subadvisory Agreement dated April 28, 2006 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Dimensional Fund Advisors LP (formerly, Dimensional Fund Advisors Inc.) (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.   CHANGE IN APPENDIX A

 

Appendix A of the Agreement relating to compensation of the Subadviser is amended and restated in its entirety as set forth in Appendix A to this Amendment to decrease the subadvisory fee for the International Small Company Trust.

 

2.   EFECTTVE DATE

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust, and (ii) execution of the Amendment.

 

4.   MISCELLANEOUS

 

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Bruce R. Speca  
  Bruce R. Speca, Executive Vice President  

 

Dimensional Fund Advisors LP

 

By: Dimensional Holdings Inc., general partner

 

By: /s/ Jeff J. Jeon  
  Jeff J. Jeon, Vice President  

 

 
 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for the Portfolios of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Subadvised Portfolio    

First

$[ ]

of Aggregate

Net Assets*

     

Excess Over

$[ ] of Aggregate

Net Assets*

 
                 
Emerging Markets Value Trust     [  ] %     [  ] %
                 
International Small Company Trust     [  ] %     [  ] %
                 
Small Cap Opportunities Trust     [  ] %     [  ] %

 

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust subadvised by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios subadvised by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s).

 

Trust Portfolios)   Other Portfolio(s)
     
Disciplined Diversification Trust   Not Applicable
     
Emerging Markets Value Trust    Emerging Markets Value Fund a series of John Hancock Funds II
     
International Small Company Trust   International Small Company Fund, a series of John Hancock Funds II
     
Small Cap Opportunities Trust   The portion of the net assets of the Small Cap Opportunities Fund, a series of John Hancock Funds II subadvised by the Subadviser

 

Subadvised Portfolio    

First

$[ ]

of Net Assets

     

Next

$[ ]

of Net Assets

     

Over

$[ ]

of Net Assets

 
                         
Disciplined Diversification Trust     [  ] %     [  ] %     [  ] %

 

For purposes of determining Aggregate Net Assets (or Net Assets) and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

 
 

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

 

 

Exhibit (d)(5)(E)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Dimensional Fund Advisors LP

 

AMENDMENT made as of this 17th day of May, 2013 to the Subadvisory Agreement dated April 28, 2006 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Dimensional Fund Advisors LP (formerly, Dimensional Fund Advisors Inc.) (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. Section 2.c is amended and restated as follows:

 

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement.  Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

2. Effective Date

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust, and (ii) execution of the Amendment.

 

3. Miscellaneous

 

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

John Hancock Investment Management Services, LLC

 

By:   /s/ Leo Zerilli  
  Leo Zerilli  
  Senior Vice President and Chief Investment Officer  

 

Dimensional Fund Advisors LP

 

By: Dimensional Holdings Inc., general partner

 

By: /s/ Valerie A. Brown  
  Valerie A. Brown  
  Vice President  

 

 

 

Exhibit (d)(5)(F)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Dimensional Fund Advisors LP

 

AMENDMENT made as of this 25th day of November, 2014 to the Subadvisory Agreement dated April 28, 2006 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Dimensional Fund Advisors LP (formerly, Dimensional Fund Advisors Inc.) (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.  CHANGE IN APPENDIX A

 

Appendix A of the Agreement relating to compensation of the Subadviser is amended and restated in its entirety as set forth in Appendix A to this Amendment to decrease the subadvisory fee for the Emerging Markets Value Trust.

 

2.  EFFECTIVE DATE

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust, and (ii) execution of the Amendment.

 

4.  MISCELLANEOUS

 

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Philip Fontana  
  Philip Fontana  
  Vice President  

 

Dimensional Fund Advisors LP

 

By: Dimensional Holdings Inc., general partner

 

By: /s/ Valerie A. Brown  
  Valerie A. Brown  
  Vice President  

 

 
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for the Portfolios of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Subadvised Portfolio   First
$[  ]
of Aggregate
Net Assets*
    Excess Over
$[  ]
of Aggregate
Net Assets*
 
             
Emerging Markets Value Trust     [  ] %     [  ] %
                 
International Small Company Trust     [  ] %     [  ] %
                 
Small Cap Opportunities Trust     [  ] %     [  ] %

 

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust subadvised by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios subadvised by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s).

 

Trust Portfolios)   Other Portfolio(s)
     
Emerging Markets Value Trust  

Emerging Markets Value Fund a series of John Hancock Funds II

Emerging Leaders Fund, a series of John Hancock Funds II

     
International Small Company Trust   International Small Company Fund, a series of John Hancock Funds II
     
Small Cap Opportunities Trust   The portion of the net assets of the Small Cap Opportunities Fund, a series of John Hancock Funds II subadvised by the Subadviser

 

For purposes of determining Aggregate Net Assets (or Net Assets) and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

 
 

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

 

 

 

Exhibit (d)(6)

 

JOHN HANCOCK TRUST

SUBADVISORY AGREEMENT

 

AGREEMENT made this 26th day of July, 2010, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and First Quadrant, L.P. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. APPOINTMENT OF SUBADVISER

 

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolios specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or another writing by the Trust and Adviser.

 

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

 

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

 

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;
   
ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;
   
iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;
   
iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and
   
v. provide assistance to the Trust’s Custodian regarding the fair value of securities held by the Portfolios for which market quotations are not readily available.

 

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services).

 

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

 
 

 

d. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

 

e. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

 

The Subadviser shall vote proxies relating to the Portfolio’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that the Subadviser shall vote all proxies relating to securities held by the Portfolio and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Subadviser shall review its proxy voting activities on a periodic basis with the Trustees.

 

3. COMPENSATION OF SUBADVISER

 

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

 

4. LIABILITY OF SUBADVISER

 

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, the duties of the Subadviser or any of its directors.

 

5. CONFLICTS OF INTEREST

 

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the partnership agreement of the Subadviser, respectively, or by specific provision of applicable law.

 

6. REGULATION

 

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

 

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7. DURATION AND TERMINATION OF AGREEMENT

 

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

 

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

 

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

 

8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

 

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

 

a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

 

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

 

c. any change in the partners or in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

 

9. SERVICES TO OTHER CLIENTS

 

The Adviser understands, and has advised the Trust’s Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Trust’s Board of Trustees that the Subadviser and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser, its partners, affiliates or employees may purchase or sell for their own accounts or other clients.

 

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10. AMENDMENTS TO THE AGREEMENT

 

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

 

11. ENTIRE AGREEMENT

 

This Agreement contains the entire understanding and agreement of the parties.

 

12. HEADINGS

 

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

13. NOTICES

 

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

14. DISCLOSURE STATEMENT

 

Adviser acknowledges receipt of Subadvisers Disclosure Statement, as required by Rule 204-3 under the Investment Advisers Act of 1940, more than 48 hours prior to the date of execution of this Agreement.

 

15. SEVERABILITY

 

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

 

16. GOVERNING LAW

 

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

 

17. LIMITATION OF LIABILITY

 

The Agreement and Declaration of Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

 

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18. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

 

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

 

1. other subadvisers to a Portfolio
2. other subadvisers to a Trust portfolio
3. other subadvisers to a portfolio under common control with the Portfolio

 

19. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

 

The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust’s “Policy Regarding Disclosure of Portfolio Holdings,” as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

 

20. COMPLIANCE

 

a. In managing the investments of and determining the composition of the assets of the Portfolio and in performing its other services and obligations hereunder, the Subadviser shall: (i) comply with the investment objectives, policies and restrictions of the Portfolio as set forth in the registration statement of the Portfolio, as from time to time amended or supplemented; (ii) comply with all policies, guidelines, instructions and procedures approved by the Board or the Adviser with respect to the Portfolio and furnished to the Subadviser; (iii) comply with all applicable requirements of the Investment Advisers Act, the Investment Company Act and the rules and regulations under each thereof, as the same may be amended from time to time; (iv) cause the Portfolio to comply with (a) the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company (for so long as the Portfolio seeks to qualify as a regulated investment company under the Code) and (b) the diversification requirements under Subchapter L of the Code; and (v) comply with all other applicable law, rules and regulations. In addition, the Subadviser shall maintain compliance procedures for the Portfolio that the Subadviser reasonably believes are adequate to ensure its and the Portfolio’s compliance with the foregoing.

 

b. Upon execution of this Agreement, the Subadviser shall provide the Adviser with the Subadviser’s written policies and procedures (“Compliance Policies”) as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Subadviser and documentation describing the results of any such examination and of any periodic testing of the Compliance Policies, and (iii) notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust including but not limited to any material violation of the Compliance Policies or of the Subadviser’s code of ethics and/or related code. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act.

 

5
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

  John Hancock Investment Management Services, LLC
     
  by: /s/ Bruce R. Speca
    Bruce R. Speca
    Executive Vice President
     
  First Quadrant, L.P.
     
  by: /s/ Curt Ketterer
    Curt Ketterer, Chief Operating Officer

 

6
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio   First $[  ] of Aggregate
Net Assets
    Next $[  ] of Aggregate
Net Assets
    Excess of $[  ] of
Aggregate Net Assets
 
Currency Strategies Trust   [  ] %   [  ] %   [  ] %

 

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)   Other Portfolio(s)
     
Currency Strategies Trust Currency Strategies Fund, a series of
    John Hancock Fund II

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month . The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

7

 

 

Exhibit (d)(6)(A)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

First Quadrant, L.P.

 

AMENDMENT made as of this 17th day of May, 2013 to the Subadvisory Agreement dated July 26, 2010 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and First Quadrant, L.P. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. Section 2.c is amended and restated as follows:

 

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement.  Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

2. Effective Date

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust, and (ii) execution of the Amendment.

 

3. Miscellaneous

 

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Leo Zerilli  
  Leo Zerilli  
  Senior Vice President and Chief Investment Officer  

 

First Quadrant, L.P.

 

By: /s/ Jeffrey T. Shimamoto  
Name: Jeffrey T. Shimamoto  
Title: Director, General Counsel  

 

 

 

 

Exhibit (d)(7)(A)

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

FRANKLIN ADVISERS, INC.

 

AMENDMENT made as of this 25th of June, 2010 to the Subadvisory Agreement dated April 30, 2007 (the “Agreement”), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”) and Franklin Advisers, Inc. (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

 

2. EFFECTIVE DATE

 

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the Amendment.

 

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

  JOHN HANCOCK INVESTMENT MANAGEMENT
  SERVICES, LLC
     
  By: /s/ Bruce R. Speca
    Bruce R. Speca
    Executive Vice President
     
  FRANKLIN ADVISERS, INC.
     
  By: /s/ Alex W. Peters
    Name:  Alex W. Peters
    Title:    Vice President

 

2
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio   First
$[  ]
of Aggregate
Net Assets*
    Next
$[  ]
of Aggregate
Net Assets*
    Next
$[  ]
of Aggregate
Net Assets*
    Excess Over
$[  ]
of Aggregate
Net Assets*
 
                         
Income Trust     [  ] %     [  ] %     [  ] %     [  ] %

#When Aggregate Net Assets for the Income Trust exceed $[  ], the Subadviser Fee is [  ]% on all net assets of the Income Trust.

 

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios managed by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)   Other Portfolio(s)
     
Income Trust  

John Hancock Trust

 

Global Trust

 

International Value Trust

 

Mutual Shares Trust

 

John Hancock Funds II

 

Global Fund

 

Income Fund

 

International Small Cap Fund

 

International Value Fund

 

Mutual Shares Fund

 

A- 1
 

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month . The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

A- 2

 

 

Exhibit (d)(7)(B)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Franklin Advisers, Inc.

 

AMENDMENT made as of this 17th day of May, 2013 to the Subadvisory Agreement dated April 30, 2007 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Franklin Advisers, Inc. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.   Section 2.c is amended and restated as follows:

 

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement.  Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

2.   Effective Date

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust, and (ii) execution of the Amendment.

 

3.   Miscellaneous

 

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Leo Zerilli  
  Leo Zerilli, Senior Vice President and Chief Investment Officer  

 

Franklin Advisers, Inc.

 

By: /s/ Edward B. Jamieson  
  Name: Edward B. Jamieson  
  Title: President & Chief Investment Officer  

 

 

 

 

Exhibit (d)(8)(A)

 

John Hancock Trust

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

FRANKLIN MUTUAL ADVISERS, LLC

 

AMENDMENT made as of this 25th of March, 2011 to the Subadvisory Agreement dated July 28, 2010 (the “Agreement”), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”) and Franklin Mutual Advisers, LLC (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

 

2. EFFECTIVE DATE

 

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust (the “Trust”) and (ii) execution of the Amendment.

 

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

  JOHN HANCOCK INVESTMENT MANAGEMENT
  SERVICES, LLC
     
  By: /s/ Andrew Arnott
    Andrew Arnott
    Executive Vice President
     
  FRANKLIN MUTUAL ADVISERS, LLC
     
  By: /s/ Peter A. Langerman
      Name:
      Title:

 

2
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio  

First

$[ ]

of Aggregate

Net Assets*

 

Excess Over

$[ ]

of Aggregate

Net Assets*

         
Mutual Shares Trust   [  ]%   [  ]%

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios managed by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)     Other Portfolio(s)
       
Mutual Shares Trust     Mutual Shares Fund, a series of John Hancock Funds II

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month . The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

A- 1

 

 

Exhibit (d)(8)(B)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Franklin Mutual Advisers, LLC

 

AMENDMENT made as of this 17th day of May, 2013 to the Subadvisory Agreement dated April 30, 2007 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Franklin Mutual Advisers, LLC (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.   Section 2.c is amended and restated as follows:

 

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement.  Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

2.   Effective Date

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust, and (ii) execution of the Amendment.

 

3.   Miscellaneous

 

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Leo Zerilli  
  Leo Zerilli, Senior Vice President and Chief Investment Officer  

 

Franklin Mutual Advisers, LLC

 

By: /s/ Peter A. Langerman  
  Peter Langerman  
  Chairman, President and Chief Executive Officer  

 

 

 

 

Exhibit (d)(9)(A)

 

JOHN HANCOCK TRUST

 

Grantham, Mayo, Van Otterloo & Co. LLC

 

AMENDMENT (the “Amendment”) made as of this 1st day of October, 2009 to the Subadvisory Agreement dated October 17, 2005 (the “Agreement”), between John Hancock Investment Management Services, LLC , a Delaware limited liability company (the “Adviser”), and Grantham, Mayo, Van Otterloo & Co. LLC, a Massachusetts limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A of the Agreement, which relates to Section 3 of the Agreement, “Compensation of Subadviser”, is hereby amended and restated.

 

2. EFFECTIVE DATE

 

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust (the “Trust”) and (ii) execution of the Amendment.

 

3. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meaning specified in or pursuant to the Agreement.

 

4. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

 
 

 

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

 

By: /s/ Bruce Speca  
  Name:  Bruce Speca  
  Title:  Executive Vice President  

 

Grantham, Mayo, Van Otterloo & Co. LLC

 

By: /s/ JB Kittredge  
  Name:  JB Kittredge  
  Title:  General Counsel  

 

 
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for the following Portfolios of the Trust. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for each such Portfolio as indicated below.

 

1.            For purposes of calculating the fee to be paid to the Subadviser under this Agreement:

 

"Portfolio Assets" shall mean the net assets of a given Portfolio managed by the Subadviser for which the fee is being calculated;

 

"Other Assets" shall mean, with respect to a Portfolio, the net assets of the portion of assets managed by the Subadviser of the Accounts listed below as corresponding to such Portfolio;

 

"Combined Assets" shall mean the sum of Portfolio Assets and Other Assets; and

 

"Daily Portfolio Net Assets" shall mean the net asset value of the Portfolio Assets as of the end of each day.

 

"Daily Combined Net Assets" shall mean the net asset value of the Combined Assets as of the end of each day.

 

2.            The Subadviser’s fee shall be calculated and accrued daily based upon the Daily Portfolio Net Assets and the sum of the daily fee accruals shall be paid monthly in arrears (within 10 days of receipt by the Adviser of an invoice from the Subadviser). The fee accrued each calendar day shall be calculated by applying the Applicable Rate, as determined in accordance with Item 4 below, to the Daily Portfolio Net Assets, and dividing by 365 (366 in a leap year).

 

3.            The following table shall be used to determine the Other Assets that correspond to each Portfolio:

 

Name of Portfolio   Names of Accounts Used to Calculate “Other Assets”
     
Growth Opportunities Trust   John Hancock Growth Opportunities Fund, a series of John Hancock Funds III;
     
Intrinsic Value Trust   None

 

 
 

 

U.S. Multi Sector Trust   John Hancock U.S. Multi Sector Fund, a series of John Hancock Funds II;
     
Name of Portfolio   Names of Accounts Used to Calculate “Other Assets”
     
Growth Trust   None
     
International Growth Trust   International Growth Fund, a series of John Hancock Funds III;
     
International Core Trust (formerly, International Stock Trust)   International Core Fund, a series of John Hancock Funds III
     
Value Opportunities Trust  

Value Opportunities Fund, a series of John Hancock Funds III 

 

 
 

 

4.            The following fee schedule shall be used to determine the Applicable Rate used in calculating the fee to be paid to the Subadviser under this Agreement with respect to each Portfolio, in each case (unless otherwise noted) based on the Daily Combined Net Assets as indicated.

 

Name of Portfolio   First
Tranche:
Daily
Combined
Net Assets
up to $[ ]
    Second
Tranche:
Daily
Combined Net
Assets in

Excess of $[ ]
    Third
Tranche:
Daily
Combined
Net Assets in
Excess of $[ ]
    Fourth
Tranche:
Daily
Combined
Net Assets in
Excess of
$[ ]
 
                         
Growth Opportunities Trust   [ ]%     [ ]%     [ ]%     [ ]%  
                         
Value Opportunities Trust   [ ]%     [ ]%     [ ]%     [ ]%  
                         
Intrinsic Value Trust   [ ]%     [ ]%     [ ]%     [ ]%  
                         
U.S. Multi Sector Trust   [ ]%     [ ]%     [ ]%     [ ]%  
                         
Growth Trust   [ ]%     [ ]%     [ ]%     [ ]%  

 

Name of Portfolio  

First
Tranche:
Daily
Combined
Net Assets
up to

$[ ]

    Second
Tranche:
Daily
Combined Net
Assets in Excess
of $[ ]
    Third
Tranche:
Daily
Combined Net
Assets in
Excess of
$[ ]
    Fourth
Tranche:
Daily
Combined Net
Assets in
Excess of
$[ ]
    Fifth Tranche:
Daily
Combined Net
Assets in
Excess of
$[ ]
   

Fifth Tranche:
Daily
Combined Net
Assets in
Excess of
$[ ]

 
                                     
International Growth Trust   [ ]%     [ ]%     [ ]%     [ ]%     [ ]%     [ ]%  
                                     
International Core Trust                                    
                                     
(formerly, International Stock Trust)    [ ]%      [ ]%      [ ]%     [ ]%      [ ]%      [ ]%  

 

Unless otherwise indicated above, the “Applicable Rate” is equal to (a) the sum of the products of the percentage and the dollar amount of the portion of Daily Combined Net Assets in each respective tranche, divided by (b) the total amount of Daily Combined Net Assets. For example, using the first Portfolio above, Growth Opportunities Trust, if Daily Combined Net Assets were $[ ], the Applicable Rate would be [ ] = [ ]%.

 

 

 

 

Exhibit (d)(9)(B)

 

Notice of Termination of Subadvisory Agreement as to the

Growth Trust

Growth Opportunities Trust

International Growth Trust

Intrinsic Value Trust

Value Opportunities Trust

(each a Series of John Hancock Trust)

Grantham, Mayo, Van Otterloo & Co. LLC

 

Notice is hereby give pursuant to Section 7 of the Subadvisory Agreement (the “Agreement”) dated October 17, 2005, between John Hancock Investment Management Services, LLC and Grantham, Mayo, Van Otterloo & Co., LLC (“GMO”) that the Agreement as to the Growth Trust, Growth Opportunities Trust, International Growth Trust, Intrinsic Value Trust and Value Opportunities Trust is terminated effective as of the close of business on April 30, 2010. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after April 30, 2010.

 

Executed this 30th day of April, 2010.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Bruce R. Speca  
  Bruce R. Speca  
  Executive Vice President  

 

GMO hereby waives its right to 60 days notice of such termination as provided for in Section 7 of this Agreement.

 

Grantham, Mayo, Van Otterloo & Co., LLC

 

By: /s/ JB Kittredge  
  JB Kittredge  
  General Counsel  

 

Accepted and Agreed to as of April 30, 2010

 

John Hancock Trust

 

By: /s/ Hugh McHaffie  

 

 

 

Exhibit (d)(9)(C)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

Grantham, Mayo, Van Otterloo & Co. LLC

 

AMENDMENT (the “Amendment”) made as of this 19th day of January, 2012 to the Subadvisory Agreement dated October 17, 2005, as amended (the “Agreement”), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Grantham, Mayo, Van Otterloo & Co. LLC, a Massachusetts limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. APPENDIX A

 

Appendix A of the Agreement, which relates to Section 3 of the Agreement, “Compensation of Subadviser,” is hereby amended and restated.

 

2. DURATION AND TERMINATION OF THE AGREEMENT

 

Section 7 “DURATION AND TERMINATION OF THE AGREEMENT” is amended and restated as follows:

 

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. With respect to each Portfolio, the Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of the Portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

 

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

 

3. EFFECTIVE DATE

 

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust (the “Trust”) and (ii) execution of the Amendment.

 

 
 

 

2. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meaning specified in or pursuant to the Agreement.

 

3. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

 

By: /s/ Andrew Arnott  
  Name:  Andrew Arnott  
  Title:  Executive Vice President  

 

Grantham, Mayo, Van Otterloo & Co. LLC

 

By: /s/ JB Kittredge  
  JB Kittredge  
  General Counsel  

 

 
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for the following Portfolios of the Trust. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for each such Portfolio as indicated below.

 

1.            For purposes of calculating the fee to be paid to the Subadviser under this Agreement:

 

"Portfolio Assets" shall mean the net assets of a given Portfolio managed by the Subadviser for which the fee is being calculated;

 

"Other Assets" shall mean, with respect to a Portfolio, the net assets of the portion of assets managed by the Subadviser of the Accounts listed below as corresponding to such Portfolio;

 

"Combined Assets" shall mean the sum of Portfolio Assets and Other Assets; and

 

"Daily Portfolio Net Assets" shall mean the net asset value of the Portfolio Assets as of the end of each day.

 

"Daily Combined Net Assets" shall mean the net asset value of the Combined Assets as of the end of each day.

 

2.            The Subadviser’s fee shall be calculated and accrued daily based upon the Daily Portfolio Net Assets and the sum of the daily fee accruals shall be paid monthly in arrears (within 10 days of receipt by the Adviser of an invoice from the Subadviser). The fee accrued each calendar day shall be calculated by applying the Applicable Rate, as determined in accordance with Item 4 below, to the Daily Portfolio Net Assets, and dividing by 365 (366 in a leap year).

 

3.            The following table shall be used to determine the Other Assets that correspond to each Portfolio:

 

Name of Portfolio   Names of Accounts Used to Calculate “Other Assets”
     
U.S. Multi Sector Trust  

John Hancock U.S. Multi Sector Fund, a series of John Hancock Funds II;

     
Name of Portfolio   Names of Accounts Used to Calculate “Other Assets”
     
International Core Trust (formerly, International Stock Trust)   International Core Fund, a series of John Hancock Funds III
     
Large Cap Trust   Large Cap Fund, a series of John Hancock Funds II

 

 
 

 

4.            The following fee schedule shall be used to determine the Applicable Rate used in calculating the fee to be paid to the Subadviser under this Agreement with respect to each Portfolio, in each case (unless otherwise noted) based on the Daily Combined Net Assets as indicated.

 

Name of Portfolio  

First
Tranche:
Daily
Combined
Net Assets
up to

$[  ]

   

Second
Tranche:
Daily
Combined
Net Assets in
Excess of

$[  ]

   

Third

Tranche:
Daily
Combined
Net Assets in
Excess of
$[  ]

 
                   
U.S. Multi Sector Trust   [  ] %   [  ] %   [  ] %

 

Name of Portfolio  

First
Tranche:
Daily
Combined
Net Assets
up to

$[  ]

    Second
Tranche:
Daily
Combined Net
Assets in Excess
of $ [  ]
    Third
Tranche:
Daily
Combined Net
Assets in
Excess of
$[  ]
    Fourth
Tranche:

Daily
Combined Net
Assets in
Excess of
$[  ]
    Fifth Tranche:
Daily
Combined Net
Assets in
Excess of
$[  ]
   

Fifth Tranche:
Daily
Combined Net
Assets in
Excess of
$[  ]

 
                                     
International Core Trust                                    
                                     
 (formerly, International Stock Trust)    [  ] %    [  ] %    [  ] %   [  ] %    [  ] %    [  ] %

 

 

Name of Portfolio  

First
Tranche:
Daily
Combined
Net Assets
up to

$[  ]

    Second
Tranche:
Daily
Combined Net
Assets in Excess
of $[  ]
    Third
Tranche:
Daily
Combined Net
Assets in
Excess of
$[  ]
   

Fourth
Tranche:
Daily
Combined Net
Assets in
Excess of
$[  ]

 
                         

Large Cap Trust

  [  ] %   [  ] %   [  ] %      [  ] %

 

Unless otherwise indicated above, the “Applicable Rate” is equal to (a) the sum of the products of the percentage and the dollar amount of the portion of Daily Combined Net Assets in each respective tranche, divided by (b) the total amount of Daily Combined Net Assets. For example, using the first Portfolio above, U.S. Multi Sector Trust, if Daily Combined Net Assets were $[ ], the Applicable Rate would be [ ] = [ ]%.

 

 

 

 

Exhibit (d)(9)(D)

 

Notice of Termination of Subadvisory Agreement as to the

Large Cap Trust

(a Series of John Hancock Variable Insurance Trust)

Grantham, Mayo, Van Otterloo & Co. LLC

 

Notice is hereby give pursuant to Section 7 of the Subadvisory Agreement (the “Agreement”) dated October 17, 2005, as amended, between John Hancock Investment Management Services, LLC and Grantham, Mayo, Van Otterloo & Co., LLC (“GMO”) that the Agreement as to the Large Cap Trust is terminated effective as of the close of business on April 27, 2012. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after April 27, 2012.

 

Executed this 23rd day of April, 2012.

 

John Hancock Investment Management Services, LLC

 

 

By: /s/ John Bryson

John Bryson

Vice President Product Mgmt, IMS

 

GMO hereby waives its right to 60 days notice of such termination as provided for in Section 7 of this Agreement.

 

Grantham, Mayo, Van Otterloo & Co., LLC

 

 

By: /s/ JB Kittredge

JB Kittredge

General Counsel

 

 

 

Exhibit (d)(10)(J)

 

John Hancock trust

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Invesco Advisers, Inc.

 

AMENDMENT made as of this 1st day of June, 2010 to the Subadvisory Agreement dated January 28, 1999 (the “Agreement”), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the “Adviser”), and Invesco Aim Capital Management, Inc., (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.    CHANGE IN APPENDIX A

 

Section 3 of the Agreement, “Compensation of Subadviser,” is hereby amended:

 

a. to add the compensation of the Value Trust as noted in Appendix A.

 

2.     REFERENCES TO SUBADVISER

 

As a result of an internal reorganization involving the Subadviser and certain of its investment advisory affiliates, all references in the Agreement to “Invesco Aim Capital Management, Inc.” are changed to “Invesco Advisers, Inc.”

 

3.    EFECTIVE DATE

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust (the “Trust”), and (ii) execution of the Amendment.

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/Bruce R. Speca  
  Bruce R. Speca  
  Executive Vice President  

 

Invesco Advisers, Inc.

 

By: /s/Lynn A. Bernard Jr.  
  Lynn A. Bernard Jr.  
  Vice President  

 

 
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio  

First

$[ ]

of Aggregate

Net Assets*

   

Between

$[ ] and $[ ]

of Aggregate

Net Assets*

   

Excess Over

$[ ]

of Aggregate

Net Assets*

 
Value Trust     [ ] %     [ ] %     [ ] %

  

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust subadvised by the Subadviser. It also includes with respect to each Portfolio the portion of the net assets of one or more other portfolios subadvised by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s) Other Portfolio(s)
     
Value Trust The Value Fund, a series of John Hancock Funds II

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month . The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

 

 

Exhibit (d)(10)(K)

 

John Hancock trust

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Invesco Advisers, Inc.

 

AMENDMENT made as of this 25th day of June, 2010 to the Subadvisory Agreement dated January 28, 1999 (the “Agreement”), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the “Adviser”), and Invesco Advisers, Inc., (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Section 3 of the Agreement, “Compensation of Subadviser,” is hereby amended to:

 

a. add the compensation of the International Growth Stock Trust as noted in Appendix A.

 

b. reduce the compensation of the Small Company Growth Trust as noted in Appendix A.

 

2. EFFECTIVE DATE

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust (the “Trust”), and (ii) execution of the Amendment.

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC
     
By: /s/Bruce R. Speca  
  Bruce R. Speca  
  Executive Vice President  
     
Invesco Advisers, Inc.  
     
By: /s/Lynn A. Bernard Jr.  
  Lynn A. Bernard Jr.  
  Vice President  

 

 
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio  

First

$[ ]

Of Aggregate Net Assets*

   

Next

$[ ]

Of Aggregate Net Assets*

   

Excess Over

$[ ]

Of Aggregate Net Assets*

 
International Growth Stock Trust   [ ] %   [ ] %   [ ] %

 

Portfolio  

First

$[ ]

Of Aggregate Net

Assets*

   

Next

$[ ]

Of Aggregate Net

Assets*

   

Next

$[ ]

Of Aggregate Net

Assets*

   

Excess Over

$[ ]

Of Aggregate Net

Assets*

 
Small Cap Opportunities Trust   [ ] %   [ ] %   [ ] %   [ ] %

 

Portfolio  

First

$[ ]

Of Aggregate Net

Assets*

   

Excess Over

$[ ]

Of Aggregate Net

Assets*

 
Small Company Growth Trust   [ ] %   [ ] %#

 

#The Subadviser Fee for the Small Company Growth Trust is [ ]% on all net assets when the total net assets of the following funds managed by the Subadviser and any other John Hancock Trust and John Hancock Funds II funds that the Subadviser may manage in the future exceed $[ ]:

 

Small Company Growth Trust, a series of John Hancock Trust

Small Company Growth Fund, a series of John Hancock Funds II

Small Cap Opportunities Trust, a series of John Hancock Trust

Small Cap Opportunities Fund, a series of John Hancock Funds II

International Growth Stock Trust, a series of John Hancock Trust

International Growth Stock Fund, a series of John Hancock Funds II

Value Trust, a series of John Hancock Trust

Value Fund, a series of John Hancock Funds II

(collectively, the “Invesco Funds”)

 

Only net assets of an Invesco Fund managed by the Subadviser are included for purposes of determining whether the $[ ]threshold has been reached. If the Subadviser ceases to serve as subadviser for an Invesco Fund, that fund’s net assets will not be included for purposes of determining whether the $[ ] threshold as been reached.

 

Portfolio  

First

$[ ]

of Aggregate

Net Assets*

   

Next $[ ]

of Aggregate

Net Assets*

   

Excess Over

$[ ]

of Aggregate

Net Assets*

 
Value Trust   [ ] %   [ ] %   [ ] %

 

 
 

 

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios subadvised by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)   Other Portfolio(s)
     
International Growth Stock Trust   International Growth Stock Fund, a series of John Hancock Funds II
     
Small Cap Opportunities Trust   The portion of the net assets of the Small Cap Opportunities Fund, a series of John Hancock Funds II, subadvised by the Subadviser
     
Small Company Growth Trust   Small Company Growth Fund, a series of John Hancock Funds II
     
Value Trust   Value Fund, a series of John Hancock Funds II

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month . The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

 

 

 

Exhibit (d)(10)(L)

 

John Hancock VARIABLE INSURANCE trust

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Invesco Advisers, Inc.

 

AMENDMENT made as of this 20th day of July, 2012 to the Subadvisory Agreement dated January 28, 1999 (the “Agreement”), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the “Adviser”), and Invesco Advisers, Inc., (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.  CHANGE IN APPENDIX A

 

Section 3 of the Agreement, “Compensation of Subadviser,” is hereby amended to:

 

a. add the compensation of the International Opportunities Trust as noted in Appendix A.

 

2.  EFFECTIVE DATE

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust (the “Trust”), and (ii) execution of the Amendment.

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/Andrew Arnott  
  Andrew Arnott  
  Executive Vice President  

 

Invesco Advisers, Inc.

 

By: /s/Gursh Kundan  
  Gursh Kundan  

 

 
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio   First
$[  ]
Of Aggregate Net Assets*
    Next
$[  ] Of Aggregate Net
Assets*
    Excess Over
$[  ]
Of Aggregate Net Assets*
 
International Opportunities Trust     [  ] %     [  ] %     [  ] %

 

Portfolio   First
$[  ]
Of Aggregate Net Assets*
    Next
$[  ]
Of Aggregate Net Assets*
    Excess Over
$[  ]
Of Aggregate Net Assets*
 
International Growth Stock Trust     [  ] %     [  ] %     [  ] %

 

Portfolio   First
$[  ]
Of Aggregate Net
Assets*
    Next
$[  ]
Of Aggregate Net
Assets*
    Next
$[  ]
Of Aggregate Net
Assets*
    Excess Over
$[  ]
Of Aggregate Net
Assets*
 
Small Cap Opportunities Trust     [  ] %     [  ] %     [  ] %     [  ] %

 

Portfolio   First
$[  ]
Of Aggregate Net 
Assets*
    Excess Over
$[  ]
Of Aggregate Net 
Assets*
 
Small Company Growth Trust     [  ] %     [  ] %#

 

#The Subadviser Fee for the Small Company Growth Trust is [ ]% on all net assets when the total net assets of the following funds managed by the Subadviser and any other John Hancock Trust and John Hancock Funds II funds that the Subadviser may manage in the future exceed $[ ]:

 

Small Company Growth Trust, a series of John Hancock Variable Insurance Trust

Small Company Growth Fund, a series of John Hancock Funds II

Small Cap Opportunities Trust, a series of John Hancock Variable Insurance Trust

Small Cap Opportunities Fund, a series of John Hancock Funds II

International Growth Stock Trust, a series of John Hancock Variable Insurance Trust

International Growth Stock Fund, a series of John Hancock Funds II

Value Trust, a series of John Hancock Variable Insurance Trust

Value Fund, a series of John Hancock Funds II

(collectively, the “Invesco Funds”)

 

Only net assets of an Invesco Fund managed by the Subadviser are included for purposes of determining whether the $[ ] threshold has been reached. If the Subadviser ceases to serve as subadviser for an Invesco Fund, that fund’s net assets will not be included for purposes of determining whether the $[ ] threshold as been reached.

 

Portfolio   First
$[  ]
of Aggregate
Net Assets*
    Next $[  ]
of Aggregate
Net Assets*
    Excess Over
$[  ]
of Aggregate
Net Assets*
 
Value Trust     [  ] %     [  ] %     [  ] %

 

 
 

 

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios subadvised by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)   Other Portfolio(s)
     
International Opportunities Trust   International Opportunities Fund, a series of John Hancock Funds II
     
International Growth Stock Trust   International Growth Stock Fund, a series of John Hancock Funds II
     
Small Cap Opportunities Trust   The portion of the net assets of the Small Cap Opportunities Fund, a series of John Hancock Funds II, subadvised by the Subadviser
     
Small Company Growth Trust   Small Company Growth Fund, a series of John Hancock Funds II
     
Value Trust   Value Fund, a series of John Hancock Funds II

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month . The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

 

 

Exhibit (d)(12)(G)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

John Hancock Asset Management a division of Manulife Asset Management (US) LLC

 

AMENDMENT made as of October 30, 2013 to the Subadvisory Agreement dated April 28, 2006, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and John Hancock Asset Management a division of Manulife Asset Management (US) LLC (formerly, MFC Global Investment Management (U.S.), LLC), a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A of the Agreement relating to compensation of the Subadviser is amended to add the Lifestyle Aggressive PS Series.

 

2. EFFECTIVE DATE

 

This Amendment shall become effective on the later to occur of (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust and (ii) execution of the Amendment.

 

3. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

 

4. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

  JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC
     
  By: /s/John Bryson
    John Bryson
    Vice President

 

  JOHN HANCOCK ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC
     
  By: /s/ Jeffrey Given
    Jeffrey Given

 

2
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for the Portfolios of the Trust listed below (portion of the net assets of the Portfolio as shall be assigned to the Subadviser by the Adviser from time to time in the case of the Active Bond Trust). The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio   Net Assets  
Strategic Allocation Trust     [  ] %

 

Portfolio   First $[  ] of Aggregate
Net Assets*
    Next $[  ] of Aggregate
Net Assets*
    Excess over $[  ] of
Aggregate Net Assets*
 
Active Bond Trust#     [  ] %     [  ] %     [  ] %

 

# The subadvisory fee is paid on the portion of the net assets of the Active Bond Trust managed by the Subadviser as the Adviser may assign to the Subadviser from time to time.

 

Portfolio   First $[  ]
of Aggregate Net Assets*
    Next $[  ]
of Aggregate Net Assets*
    Next $[  ] of Aggregate Net
Assets*
    Excess Over
$[  ] of
Aggregate Net Assets*
 
Bond Trust     [  ] %     [  ] %     [  ] %     [  ] %
Bond PS Series     [  ] %     [  ] %     [  ] %     [  ] %

 

Portfolio   First $[  ]
of Aggregate Net Assets*
    Excess Over
$[  ] of
Aggregate Net Assets*
 
Short-Term Government Income Trust     [  ] %     [  ] %

 

Portfolio   First $[  ]
of Aggregate Net Assets*
    Next $[  ]
of Aggregate Net Assets*
    Next $[  ] of Aggregate Net
Assets*
    Excess Over
$[  ] of
Aggregate Net Assets*
 
Strategic Equity Allocation Trust     [  ] %     [  ] %     [  ] %     [  ] %

 

Portfolio   First $[  ]
of Aggregate Net Assets*
    Next $[  ]
Of Aggregate Net Assets*
    Excess Over
$[  ] ofAggregate Net Assets*
 
Strategic Income Opportunities Trust     [  ] %     [  ] %     [  ] %

 

Portfolio   First $[  ]
of Aggregate Net Assets*
    Excess Over
$[  ] of
Aggregate Net Assets*
 
Ultra Short Term Bond Trust     [  ] %     [  ] %

 

Portfolio   First $[  ]
of Aggregate Net Assets*
    Excess Over
$[  ] of
Aggregate Net Assets*
 
Fundamental All Cap Core Trust     [  ] %     [  ] %

 

Portfolio   First $[  ]
of Aggregate Net Assets*
    Next $[  ]
of Aggregate Net Assets*
    Excess Over
$[  ] of
Aggregate Net Assets*
 
Fundamental Large Cap Value Trust     [  ] %     [  ] %     [  ] %

 

A- 1
 

 

Portfolio   All Asset Levels  
       
Fundamental Holdings Trust     [  ] %
Global Diversification Trust        
Core Fundamental Holdings Trust        
Core Global Diversification Trust        
Core Strategy Trust        
Lifecycle 2010 Trust        
Lifecycle 2015 Trust        
Lifecycle 2020 Trust        
Lifecycle 2025 Trust        
Lifecycle 2030 Trust        
Lifecycle 2035 Trust        
Lifecycle 2040 Trust        
Lifecycle 2045 Trust        
Lifecycle 2050 Trust        
Lifestyle Aggressive Trust        
Lifestyle Balanced Trust        
Lifestyle Conservative Trust        
Lifestyle Growth Trust        
Lifestyle Moderate Trust        
Lifestyle Aggressive PS Series        
Lifestyle Balanced PS Series        
Lifestyle Conservative PS Series        
Lifestyle Growth PS Series        
Lifestyle Moderate PS Series        

 

Portfolio   All Asset Levels  
         
Franklin Templeton Founding Allocation Trust     [  ] %

 

*The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust. It also includes the net assets of one or more other portfolios of the Trust or other trusts as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund or trust are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)   Other Portfolio(s)
Active Bond Trust   Active Bond Fund, a series of John Hancock Funds II
     
Short-Term Government Income Trust   Short-Term Government Income Fund, a series of John Hancock Funds II
     
     
Strategic Income Opportunities Trust John Hancock Funds II   Strategic Income Opportunities Fund, a series of
     
Bond Trust   Bond PS Series
     
Bond PS Series   Bond Trust
     
Fundamental All Cap Core Trust   Fundamental All Cap Core Fund, a series of John Hancock Funds II
     
Fundamental Large Cap Value Trust   Fundamental Large Cap Value Fund, a series of John Hancock Funds II

 

A- 2
 

 

Strategic Equity Allocation Trust   Strategic Equity Allocation Fund,
     a series of John Hancock Funds II

 

Fundamental Holdings Trust   Not Applicable

Global Diversification Trust

Bond Trust

Bond PS Series

Core Fundamental Holdings Trust

Core Global Diversification Trust

Core Strategy Trust

Franklin Templeton Founding Allocation Trust

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

Lifestyle Aggressive Trust

Lifestyle Balanced Trust

Lifestyle Conservative Trust

Lifestyle Growth Trust

Lifestyle Moderate Trust

Lifestyle Aggressive PS Series

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series

Strategic Allocation Trust

Ultra Short Term Bond Trust

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

A- 3
 

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

A- 4

 

 

Exhibit (d)(12)(H)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

John Hancock Asset Management a division of Manulife Asset Management (US) LLC

 

AMENDMENT made as of June 25, 2014 to the Subadvisory Agreement dated April 28, 2006, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and John Hancock Asset Management a division of Manulife Asset Management (US) LLC, a Delaware limited liability company (the "Subadviser").  In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A of the Agreement relating to compensation of the Subadviser is amended to add the following series (each a “Portfolio”) of John Hancock Variable Insurance Trust (the “Trust”):

 

a.  Financial Services Trust

 

b.  Fundamental Value  Trust

 

Appendix A of the Agreement is also amendment to change the funds whose net assets are aggregated for purposes of determining the subadvisory fee for the Fundamental Large Cap Value Trust.

 

2. EFFECTIVE DATE

 

This Amendment shall become effective as to a Portfolio on the later to occur of (i) approval of the Amendment as to the Portfolio by the Board of Trustees of the Trust, (ii) approval of the Amendment by the shareholders of a Portfolio, in the case of the Financial Services Trust and the Fundamental Value Trust, and (iii) execution of the Amendment.

 

3. DEFINED TERMS

 

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

 

4. OTHER TERMS OF THE AGREEMENT

 

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

  JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC
       
  By: /s/ Philip J. Fontana  
    Philip Fontana  
    Vice President  
       
  JOHN HANCOCK ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC
       
  By: /s/ Diane Landers  
    Diane Landers  
    Chief Operating Officer  

 

2
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for the Portfolios of the Trust listed below (portion of the net assets of the Portfolio as shall be assigned to the Subadviser by the Adviser from time to time in the case of the Active Bond Trust). The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Next $[  ]

of Aggregate Net

Assets*

 

Excess Over

$[  ] of

Aggregate Net Assets*

Fundamental Value Trust   [  ]%   [  ]%   [  ]%

 

Portfolio  

First $[  ]

of Aggregate Net

Assets*

 

Next $[  ]

of Aggregate Net

Assets*

 

Next $[  ] of Aggregate
Net Assets*

 

Excess Over

$[  ] of

Aggregate Net Assets*

Financial Services Trust   [  ]%   [  ]%   [  ]%   [  ]%

 

Portfolio  

First $[  ] of Aggregate

Net Assets*

 

Next $[  ]  of Aggregate

Net Assets*

 

Excess over $[  ]  of

Aggregate Net Assets*

Active Bond Trust#   [  ]%   [  ]%   [  ]%

 

# The subadvisory fee is paid on the portion of the net assets of the Active Bond Trust managed by the Subadviser as the Adviser may assign to the Subadviser from time to time.

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Next $[  ]
of Aggregate Net Assets*

 

Next $[  ]of Aggregate Net
Assets*

 

Excess Over

$[  ]of

Aggregate Net Assets*

Bond Trust   [  ]%   [  ]%   [  ]%   [  ]%
Bond PS Series   [  ]%   [  ]%   [  ]%   [  ]%

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Excess Over

$[  ] of

Aggregate Net Assets*

Short-Term Government Income Trust   [  ]%   [  ]%

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Next $[  ]

of Aggregate Net Assets*

 

Next $[  ]of Aggregate Net

Assets*

 

Excess Over

$[  ] of

Aggregate Net Assets*

Strategic Equity Allocation Trust   [  ]%   [  ]%   [  ]%   [  ]%

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Next $[  ]

Of Aggregate Net Assets*

 

Excess Over

$[  ] ofAggregate Net Assets*

Strategic Income Opportunities Trust   [  ]%   [  ]%   [  ]%

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Excess Over

$[  ] of

Aggregate Net Assets*

Ultra Short Term Bond Trust   [  ]%   [  ]%

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Excess Over

$[  ] of

Aggregate Net Assets*

Fundamental All Cap Core Trust   [  ]%   [  ]%

 

A- 1
 

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Next $[  ]

of Aggregate Net Assets*

 

Excess Over

$[  ] of

Aggregate Net Assets*

Fundamental Large Cap Value Trust   [  ]%   [  ]%   [  ]%

 

Portfolio   All Asset Levels
     
Fundamental Holdings Trust   [  ]%
Global Diversification Trust    
Core Fundamental Holdings Trust    
Core Global Diversification Trust    
Core Strategy Trust    
Lifecycle 2010 Trust    
Lifecycle 2015 Trust    
Lifecycle 2020 Trust    
Lifecycle 2025 Trust    
Lifecycle 2030 Trust    
Lifecycle 2035 Trust    
Lifecycle 2040 Trust    
Lifecycle 2045 Trust    
Lifecycle 2050 Trust    
     
Lifestyle Aggressive PS Series    
Lifestyle Balanced PS Series    
Lifestyle Conservative PS Series    
Lifestyle Growth PS Series    
Lifestyle Moderate PS Series    

 

Portfolio  

First $[  ]

of Aggregate Net Assets*

 

Excess Over

$[  ]of

Aggregate Net Assets*

Lifestyle Aggressive Trust        
Lifestyle Balanced Trust   [  ]%   [  ]%
Lifestyle Conservative Trust        
Lifestyle Growth Trust        
Lifestyle Moderate Trust        
         

 

Portfolio   All Asset Levels
Franklin Templeton Founding Allocation Trust   [  ]%

  

*The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust. It also includes the net assets of one or more other portfolios of the Trust or other trusts as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund or trust are determined as of the close of business on the previous business day of that fund.

 

A- 2
 

 

Trust Portfolio(s)   Other Portfolio(s)
     
Financial Services Trust   Financial Industries, a series of John Hancock Investment Trust II
     
Fundamental Value Trust   Fundamental Large Cap Value Trust Fundamental Large Cap Value Fund, a series of John Hancock Funds II
     
Active Bond Trust   Active Bond Fund, a series of John Hancock Funds II
     
Short-Term Government Income Trust   Short-Term Government Income Fund, a series of John Hancock Funds II
     
Strategic Income Opportunities Trust   Strategic Income Opportunities Fund, a series of John Hancock Funds II
     
Bond Trust   Bond PS Series
     
Bond PS Series   Bond Trust
     
Fundamental All Cap Core Trust   Fundamental All Cap Core Fund, a series of John Hancock Funds II
     
Fundamental Large Cap Value Trust   Fundamental Large Cap Value Fund, a series of John Hancock Funds II Fundamental Value Trust
     
Strategic Equity Allocation Trust   Strategic Equity Allocation Fund, a series of John Hancock Funds II

 

Fundamental Holdings Trust   Not Applicable
Global Diversification Trust    
Bond Trust    
Bond PS Series    
Core Fundamental Holdings Trust    
Core Global Diversification Trust    
Core Strategy Trust    
Franklin Templeton Founding Allocation Trust    
Lifecycle 2010 Trust    
Lifecycle 2015 Trust    
Lifecycle 2020 Trust    
Lifecycle 2025 Trust    
Lifecycle 2030 Trust    
Lifecycle 2035 Trust    
Lifecycle 2040 Trust    
Lifecycle 2045 Trust    
Lifecycle 2050 Trust    
Lifestyle Balanced PS Series    
Lifestyle Conservative PS Series    
Lifestyle Growth PS Series    
Lifestyle Moderate PS Series    
Strategic Allocation Trust    
Ultra Short Term Bond Trust    
     
Lifestyle Aggressive Trust    

 

A- 3
 

 

Lifestyle Balanced Trust    
Lifestyle Conservative Trust    
Lifestyle Growth Trust    
Lifestyle Moderate Trust    
(collectively, the “JHVIT Lifestyle Trusts”)   For each JHVIT Lifestyle Trust, Aggregate Net
    Assets include the net assets of all of the JHVIT Lifestyle Trusts, the net assets of all of the JHVIT Lifestyle PS Series, the net assets of all of the JHF II Lifestyle Portfolios and the net assets of the JHF II Lifestyle II Portfolios.  The JHVIT Lifestyle PS Series are:  Lifestyle Aggressive PS Series, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series.  The JHF II Lifestyle Portfolios are:  the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio.  The JHF II Lifestyle II Portfolios are:  the Lifestyle II Aggressive Portfolio, the Lifestyle II Balanced Portfolio, the Lifestyle II Conservative Portfolio, the Lifestyle II Growth Portfolio and the Lifestyle II Moderate Portfolio.

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

A- 4

 

 

Exhibit (d)(12)(I)

 

Notice of Termination of Subadvisory Agreement as to the

High Income Trust

(A Series of John Hancock Trust)

 

Notice is hereby given pursuant to Section 8 of the Subadvisory Agreement (the “Agreement”) dated April 28, 2006, as amended, between John Hancock Investment Management Services, LLC and John Hancock Asset Management a division of Manulife Asset Management (U.S.) that the Agreement as to the High Income Trust is terminated effective as of the close of business on April 29, 2011. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after April 29, 2011.

 

Executed this 26th day of April, 2011.

 

John Hancock Investment Management Services, LLC

 

By: /s/Andrew Arnott  
  Andrew Arnott,  
  Executive Vice President  

 

John Hancock Asset Management a division of Manulife Asset Management (U.S.) hereby waives its right to 60 days notice of such termination as provided for in Section 9 of the Agreement.

 

Executed this 29th day of April, 2011.

 

John Hancock Asset Management

a division of Manulife Asset Management (U.S.)

 

By: /s/ Diane Landers  
  Diane Landers  
  Chief Administrative Officer  

 

 

 

 

Exhibit (d)(12)(J)

 

Notice of Termination of Subadvisory Agreement as to the

Core Balanced Strategy Trust

Core Allocation Trust

Core Disciplined Diversification Trust

Core Balanced Trust

(Each a Series of John Hancock Variable Insurance Trust)

 

John Hancock Asset Management

 

Notice is hereby given pursuant to Section 8 of the Subadvisory Agreement (the “Agreement”) dated April 28, 2006, as amended, between John Hancock Investment Management Services, LLC and John Hancock Asset Management a division of Manulife Asset Management (U.S.) that the Agreement as to the Core Balanced Strategy Trust, the Core Allocation Trust, the Core Disciplined Diversification Trust and the Core Balanced Trust is terminated effective as of the close of business on April 27, 2012. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after April 27, 2012.

 

Executed this 27th day of April, 2012.

 

John Hancock Investment Management Services, LLC

 

By:   /s/Andrew Arnott  
  Andrew Arnott,  
  Executive Vice President  

 

John Hancock Asset Management a division of Manulife Asset Management (U.S.) hereby waives its right to 60 days notice of such termination as provided for in Section 9 of the Agreement.

 

Executed this 26th day of April, 2012.

 

John Hancock Asset Management

a division of Manulife Asset Management (U.S.)

 

By: /s/ Diane Landers  
  Diane Landers,  
  Chief Administrative Officer  

 

 

 

 

Exhibit (d)(12)(K)

 

John Hancock Asset Management a Division of Manulife Asset Management (US) LLC

 

Notice of Termination of Subadvisory Agreement as to the

Core Fundamental Holdings Trust

Core Global Diversification Trust

Fundamental Holdings Trust

Global Diversification Trust

Each a Series of John Hancock Variable Insurance Trust

(Each an “Acquired Fund”)

 

Notice is hereby given pursuant to Section 9 of the Subadvisory Agreement (the “Agreement”) dated April 28, 2006, as amended, between John Hancock Investment Management Services, LLC and John Hancock Asset Management a Division of Manulife Asset Management (US) LLC that the Agreement as to each Acquired Fund is terminated effective as of the close of business on December 6, 2013. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after December 6, 2013.

 

Executed this 4th day of December, 2013.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Philip J. Fontana  
  Phil Fontana  
  Vice President  

 

John Hancock Asset Management a Division of Manulife Asset Management (US) LLC hereby waives its right to 60 days notice of such termination as provided for in Section 9 of the Agreement.

 

Executed this 3rd day of December, 2013.

 

John Hancock Asset Management a Division of Manulife Asset Management (US) LLC

 

By: /s/ Diane Landers  
  Diane Landers  
  Chief Operating Officer  

  

 

 

 

Exhibit (d)(12)(L)

 

John Hancock Asset Management a Division of Manulife Asset Management (US) LLC

 

Notice of Termination of Subadvisory Agreement as to the

 

Bond PS Series

Fundamental Value Trust

Each a series of John Hancock Variable Insurance Trust

 

Notice is hereby given pursuant to Section 9 of the Subadvisory Agreement (the “Agreement”) dated April 28, 2006, as amended, between John Hancock Investment Management Services, LLC and John Hancock Asset Management a Division of Manulife Asset Management (US) LLC that the Agreement as to the Bond PS Series and the Fundamental Value Trust is terminated effective as of the close of business on November 7, 2014. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after November 7, 2014.

 

Executed this 4th day of November, 2014.

 

John Hancock Investment Management Services, LLC

 

By: /s/Leo M. Zerilli  
  Leo M. Zerilli  
  Senior Vice President and Chief Investment Officer  

 

John Hancock Asset Management a Division of Manulife Asset Management (US) LLC hereby waives its right to 60 days notice of such termination as provided in Section 9 of the Agreement.

 

Executed this 4th day of November, 2014.

 

John Hancock Asset Management a Division of Manulife Asset Management (US) LLC

 

By: /s/ Ken D’Amato  
  Ken D’Amato  

 

 

 

 

Exhibit (d)(13)(D)

 

 

JOHN HANCOCK TRUST

AMENDED & RESTATED SUBADVISORY AGREEMENT

 

THIS AMENDED AND RESTATED AGREEMENT is made this 25 th day of March, 2011, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser", previously known as “Manufacturers Securities Services, LLC”), and John Hancock Asset Management a division of Manulife Asset Management (North America) Limited, a Canadian Corporation (the "Subadviser", previously known as “MFC Global Investment Management (U.S.A.) Limited”), and amends and restates the previous agreement between the parties dated May 1, 2003, as amended. In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. APPOINTMENT OF SUBADVISER

 

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust", previously known as “Manufacturers Investment Trust”) and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolios specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or another writing by the Trust and Adviser.

 

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

 

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

 

  i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;
     
  ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;
     
  iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;
     
  iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and
     
  v. provide determinations, in accordance with procedures and methods established by the Trustees of the Trust, of the fair value of securities held by the Portfolios for which market quotations are not readily available for purposes of enabling the Trust's Custodian to calculate net asset value.

 

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services).

 

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

 
 

 

d. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

 

3. COMPENSATION OF SUBADVISER

 

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

 

4. LIABILITY OF SUBADVISER

 

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or Trust for any loss suffered by the Adviser or Trust resulting from any error of judgment made in the good faith exercise of the Subadviser's investment discretion in connection with selecting Portfolio investments except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Subadviser or any of its officers or employees; and neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or Trust for any loss suffered by the Adviser or Trust resulting from any other matters to which this Agreement relates ( i . e ., those other matters specified in Sections 2 and 8 of this Agreement), except for losses resulting from willful misfeasance, bad faith, or gross negligence in the performance of, or from disregard of, the duties of the Subadviser or any of its employees.

 

5. SUPPLEMENTAL ARRANGEMENTS

 

The Subadviser may enter into arrangements with other persons affiliated with the Subadviser to better enable it to fulfill its obligations under this Agreement for the provision of certain personnel, equipment and facilities to the Subadviser.

 

6. CONFLICTS OF INTEREST

 

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers or otherwise; that directors, officers and agents of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Certificate of Incorporation of the Subadviser, respectively (and as may be amended from time to time), or by specific provision of applicable law.

 

7. REGULATION

 

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

 

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8. DURATION AND TERMINATION OF AGREEMENT

 

This amended and restated Agreement shall become effective on the later to occur of: (i) approval of the Agreement by the Board of Trustees of the Trust and (ii) execution of the Agreement. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

 

If the shareholders of any Portfolio fail to approve the Agreement or any continuance of the Agreement, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of any contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

 

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

 

9. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

 

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

 

a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

 

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

 

c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

 

10. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

 

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

 

1. other subadvisers to a Portfolio
2. other subadvisers to a Trust portfolio
3. other subadvisers to a portfolio under common control with the Portfolio

 

3
 

 

11. AMENDMENTS TO THE AGREEMENT

 

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the outstanding voting securities of each of the Portfolios affected by the amendment and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

 

12. ENTIRE AGREEMENT

 

This Agreement contains the entire understanding and agreement of the parties.

 

13. HEADINGS

 

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

14. NOTICES

 

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

15. SEVERABILITY

 

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

 

16. GOVERNING LAW

 

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

 

17. LIMITATION OF LIABILITY

 

The Agreement and Declaration of Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name "NASL Series Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular portfolio with which the obligee or claimant dealt, shall be liable.

 

18 . CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

 

The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust’s “Policy Regarding Disclosure of Portfolio Holdings,” as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By:   /s/ Andrew Arnott  
  Andrew Arnott, Executive Vice President  

 

John Hancock Asset Management

a division of Manulife Asset Management (North America) Limited

 

By:   /s/ Jacqueline Allard  
  Senior Vice President and Chief Operating Officer  

 

5
 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below and shall manage the portion of each Portfolio’s assets assigned to it from time to time by the Adviser. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio     All Asset Levels  
      [ ]%
American Fundamental Holdings Trust        
American Global Diversification Trust        
Core Balanced Strategy Trust        
Core Diversified Growth & Income Trust        
Core Fundamental Holdings Trust        
Core Global Diversification Trust        
Core Strategy Trust        
Lifestyle Trusts        
Lifecycle Portfolios        
Lifestyle PS Series        
         

 

Portfolio    

First $[ ]

of Aggregate Net Assets*

     

Excess Over

$[ ] of

Aggregate Net Assets*

 
500 Index Trust     [ ]%       [ ]%  

 

Portfolio    

First $[ ]

     

Excess Over

$[ ]

 
500 Index Trust B     [ ]%       [ ]%  

 

Portfolio    

First $[ ]

of Aggregate Net Assets*

     

Next $[ ]

of Aggregate Net
Assets*

     

Excess Over

$[ ] of

Aggregate Net Assets*

 
Mid Cap Index Trust     [ ]%       [ ]%       [ ]%  

 

Portfolio    

First $[ ]

of Aggregate Net Assets*

     

Excess Over

$ [ ] of

Aggregate Net Assets*

 
Money Market Trust     [ ]%       [ ]%  

 

Portfolio     First $[ ]      

Excess Over

$[ ]

 
Money Market Trust B     [ ]%       [ ]%  

 

Portfolio    

First $[ ]

of Aggregate Net Assets*

     

Next $[ ]

of Aggregate Net
Assets*

     

Excess Over

$[ ] of

Aggregate Net Assets*

 
Small Cap Index Trust     [ ]%       [ ]%       [ ]%  

 

 
Portfolio
   

First $[ ]

of Aggregate Net Assets*

     

Next $[ ]

of Aggregate Net
Assets*

     

Excess Over

$[ ] of

Aggregate Net Assets*

 
Smaller Company Growth Trust     [ ]%       [ ]%       [ ]%  

 

 
Portfolio
   

First $[ ]

of Aggregate Net Assets*

     

Next $[ ]

of Aggregate Net
Assets*

     

Excess Over

$[ ] of

Aggregate Net Assets*

 
Total Stock Market Index Trust     [ ]%       [ ]%       [ ]%  

 

 
Portfolio
   

First $[ ]

of Aggregate Net Assets*

     

Excess Over

$[ ]of

Aggregate Net Assets*

 
International Index Trust     [ ]%       [ ]%  

 

6
 

 

*The term Aggregate Net Assets includes the portion of the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the portion(s) of the net assets of one or more other portfolios managed by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Trust Portfolio(s)

Other Portfolio(s)  

     
500 Index Trust   Index 500 Fund, a series of John Hancock Funds II
500 Index Trust B   N/A
     
Active Bond Trust   N/A
     
American Fundamental Holdings Trust   N/A
     
American Global Diversification Trust   N/A
     
Core Diversified Growth & Income Trust   N/A
     
     
Lifecycle Portfolios   N/A
     
Lifestyle Trusts   N/A
Lifestyle PS Series   N/A
Mid Cap Index Trust   Mid Cap Index, a series of John Hancock Funds II
     
Money Market Trust   Money Market Fund, a series of John Hancock Funds II
Money Market Trust B   N/A
     
Small Cap Index Trust   Small Cap Index Fund, a series of John Hancock Funds II
Small Cap Intrinsic Value Trust   N/A
Total Stock Market Index Trust   Total Stock Market Index Fund, a series of John Hancock Funds II
     
Smaller Company Growth Trust   Smaller Company Growth Fund, a series of John Hancock Funds II
     
Core Balanced Strategy Trust   Not Applicable
Core Fundamental Holdings Trust    
Core Global Diversification Trust    
Core Strategy Trust    
International Index Trust    

 

7
 

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the quotient of (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month . The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the portion of the net assets of the Portfolio managed by the Subadviser. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

8

 

 

Exhibit (d)(13)(E)

 

Notice of Termination of Subadvisory Agreement as to the

Core Balanced Strategy Trust

(Series of John Hancock Variable Insurance Trust)

 

John Hancock Asset Management a division of

Manulife Asset Management (North America) Limited

 

Notice is hereby given pursuant to Section 8 of the Subadvisory Agreement (the “Agreement”) dated May 1, 2003, as amended, between John Hancock Investment Management Services, LLC and John Hancock Asset Management a division of Manulife Asset Management (North America) Limited (“JHAM (NA)”) that the Agreement as to the Core Balanced Strategy Trust is terminated effective as of the close of business on April 27, 2012.

 

Executed this 27th day of April, 2012.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Andrew Arnott  
  Andrew Arnott, Executive Vice President  

 

JHAM (NA) hereby waives its right to 60 days notice of such termination as provided for in Section 8 of the Agreement.

 

John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

 

By: /s/ Ian Filderman  

 

Name: Ian Filderman

Date: April 23, 2012

 

 

 

 

Exhibit (d)(16)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

SUBADVISORY AGREEMENT

 

AGREEMENT made this 30 day of May, 2014, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (“the Adviser”), and QS Investors, LLC (“QS Investors”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.           APPOINTMENT OF QS INVESTORS

 

QS Investors undertakes to provide the services described in Section 2 below in connection with the Adviser’s management of the series of John Hancock Variable Insurance Trust (the “Trust”) listed in Appendix A (collectively, the “Funds”), subject to the supervision of the Board of Trustees of the Trust (the “Board”) and the Adviser. QS Investors will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way except as expressly authorized in this Agreement or another writing by the Adviser .

 

QS Investors represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

 

2.           SERVICES TO BE RENDERED BY QS INVESTORS

 

a.             Fund of Funds

 

Each Lifestyle and Lifecycle Fund listed in Appendix A (the “Fund of Funds”) operates as a “fund of funds” and invests primarily in other series of the Trust or other investment companies managed by the Adviser and its affiliates (“Affiliated Funds”), and investment companies managed by advisers that are not affiliated with the Adviser (“Unaffiliated Funds”) (collectively, “Underlying Funds”).

 

QS Investors will provide the Adviser the following information and services relating to the Fund of Funds as may be requested by the Adviser from time to time:

 

· calculate the probability that the advisers to the Unaffiliated Funds are likely outperform their performance benchmarks;

 

· on a quarterly basis, perform statistical performance analysis of historical returns for managers of Underlying Funds that the Adviser is considering for possible investment by the Fund of Funds;

 

· on a quarterly basis, using a combination of sources, including QS Investors’s proprietary optimization technology, optimize Fund of Funds investments consistent with one or more performance objectives specified by the Adviser (including, but not limited to, the probability of out-performing a benchmark, minimum shortfall relative to the benchmark, and specification of the benchmark for each Fund of Funds, and any constraints that the Adviser may specify on allocations to Unaffiliated Funds);

 

 
 

 

· consult with the Adviser to explain proposed allocations on a quarterly basis and review past performance of the Fund of Funds, provided that QS Investors is given information on the performance of these Fund of Funds and the actual allocations implemented.

 

b.            Funds Other than Fund of Funds

 

Subject always to the direction and control of the Trustees of the Trust, QS Investors will manage the investments and determine the composition of the assets of any Fund listed in Appendix A that is not a Fund of Funds in accordance with the Trust’s registration statement, as amended and provided to the QS Investors from time to time. In fulfilling its obligations to manage the investments and reinvestments of the assets of any such Fund, QS Investors will:

 

(i)          obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion in the Fund;

 

(ii)         formulate and implement a continuous investment program for the Fund consistent with the investment objectives and related investment policies for the Fund as described in the Trust's registration statement, as amended and provided to QS Investors from time to time.

 

(iii)        take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

 

(iv)        regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

 

(v)         provide assistance to the Trust’s Custodian regarding the fair value of securities held by the Fund for which market quotations are not readily available.

 

2
 

 

QS Investors will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Fund, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  QS Investors will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  QS Investors will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, QS Investors is directed at all times to seek to execute transactions for the Fund in accordance with its trading policies, as disclosed by QS Investors to the Fund from time to time, but in all cases subject to policies and practices established by the Fund and described in the Trust’s registration statement.  Notwithstanding the foregoing, QS Investors may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if QS Investors determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or QS Investors’ overall responsibilities with respect to accounts managed by QS Investors. QS Investors may use for the benefit of QS Investors’ other clients, or make available to companies affiliated with QS Investors or to its directors for the benefit of its clients, any such brokerage and research services that QS Investors obtains from brokers or dealers.

 

On occasions when QS Investors deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of QS Investors, QS Investors to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by QS Investors in the manner QS Investors considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

 

QS Investors will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "1940 Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

 

QS Investors shall vote proxies relating to the Fund’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that QS Investors shall vote all proxies relating to securities held by the Fund and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by QS Investors in conformance with Rule 206(4)-6 under the Investment Advisers Act. QS Investors shall review its proxy voting activities on a periodic basis with the Trustees.

 

c.     QS Investors, at its expense, will furnish all necessary: (i) investment and management facilities, including salaries of personnel required for it to execute its duties faithfully under this Agreement; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary to execute its obligations under this Agreement.

 

3.            COMPENSATION OF QS INVESTORS

 

The Adviser will pay QS Investors with respect to each Fund the compensation specified in Appendix A to this Agreement.

 

3
 

 

4.            LIABILITY OF QS INVESTORS

 

a.            Neither QS Investors nor any of its managing member, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or the Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, the duties of QS Investors.

 

b.           QS Investors and any of its managing member, officers or employees shall not in any event have any liability to the Trust or Adviser to the extent that performance of its obligations is prevented or impeded as a consequence of any circumstances beyond its reasonable control, including (without limitation) nationalization, currency restrictions, acts of war, acts of God, breakdown or failure of transmission or communications or computer facilities that is not due to the gross negligence of QS Investors or any of its affiliates, postal or other strikes or industrial action, Government action, or the failure or disruption of any stock exchange, clearing house, settlements system or market.

 

5.           CONFLICTS OF INTEREST

 

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in QS Investors as trustees, officers, partners or otherwise; that employees, agents and members of QS Investors are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that QS Investors may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust or by specific provision of applicable law.

 

6.            REGULATION

 

QS Investors shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

 

7.            DURATION AND TERMINATION OF AGREEMENT

 

This Agreement shall become effective with respect to each Fund as of the date first written above.

 

The Agreement will continue in effect for a period more than two years from the date of its execution with respect to each Fund only so long as such continuance is specifically approved at least annually, either by: (i) the Trustees of the Trust; or (ii) by a majority of the outstanding voting securities of the Funds, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.

 

4
 

 

Any required shareholder approval of the Agreement, or of any continuance of the Agreement, shall be effective with respect to any Fund if a majority of the outstanding voting securities of that Fund (as defined in Rule 18f-2(h) under the 1940 Act) votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of: (a) any other Fund affected by the Agreement; or (b) all the Funds.

 

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, QS Investors will continue to provide the services described herein with respect to the affected Fund pending the required approval of the Agreement or its continuance or of a new contract with QS Investors or a different adviser or other definitive action; provided, that the compensation received by QS Investors in respect of such Fund during such period is in compliance with Rule 15a-4 under the 1940 Act.

 

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund, by the vote of a majority of the outstanding voting securities of such Fund, on sixty days' written notice to the Adviser and QS Investors, or by the Adviser or QS Investors on sixty days’ written notice to the Trust and the other parties. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the 1940 Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason with respect to the Funds.

 

8.            PROVISION OF CERTAIN INFORMATION BY QS INVESTORS

 

QS Investors will promptly notify the Adviser in writing of the occurrence of any of the following events:

 

a.           QS Investors fails to be registered as an investment adviser under the Advisers Act;

 

b.           QS Investors is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

 

c.           any change in control of QS Investors within the meaning of the 1940 Act.

 

9.            SERVICES TO OTHER CLIENTS

 

The Adviser understands, and has advised the Board, that QS Investors now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Board, that QS Investors and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Funds. QS Investors is not obligated to initiate transactions for a Fund in any security that QS Investors, its affiliates or employees may purchase or sell for their own accounts or other clients.

 

5
 

 

10.         AMENDMENTS TO THE AGREEMENT

 

This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the vote of a majority of the Trustees of the Trust , including the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval; and (ii) either (a) by a majority of the outstanding voting securities of any affected Fund; or (b) pursuant to an exemptive order from the Securities and Exchange Commission (the “SEC”) or interpretation by the SEC or its staff permitting such amendment without obtaining shareholder approval. Any required shareholder approval shall be effective with respect to any Fund if a majority of the outstanding voting securities of that Fund vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of: (a) any other Fund affected by the amendment; or (b) all the Funds of the Trust.

 

11.         ENTIRE AGREEMENT

 

This Agreement contains the entire understanding and agreement of the parties.

 

12.         HEADINGS

 

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

13.         NOTICES

 

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or QS Investors, as applicable, or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

14.         SEVERABILITY

 

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

 

15.         Representations OF THE ADVISER

 

a.           The Adviser represents, warrants and agrees on a continuing basis the following:

 

1.        it has the authority to enter into this Agreement, and that it has taken all steps necessary to appoint QS Investors to perform the services envisaged in this Agreement;

 

2.        it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which it is bound whether arising by contract, operation of law or otherwise;

 

6
 

 

3.        as a condition of the provision of services by QS Investors hereunder, it will produce to QS Investors such documents as it may require as evidence of its authority to enter into this Agreement, and will forthwith advise QS Investors of any variation of or supplements to such documents relevant to its authority to enter into this Agreement; and

 

4.        it will notify QS Investors promptly if there is any change to the investment policies of a Fund and will provide such other relevant information as QS Investors may from time to time reasonably require in order to fulfill its legal, regulatory and contractual obligations relating to fulfilling its obligations under this Agreement, such relevant information including, but not limited to, providing QS Investors with historical performance (monthly return) for all of the managers that it wishes to include in QS Investors’s analysis, its performance objective (benchmarks for each Fund, constraints, performance objective), and any views that it wishes to place on a benchmark or a manager’s future performance. The Adviser acknowledges that a failure to provide such information may adversely affect the quality of the services that QS Investors may provide.

 

b.           QS Investors represents, warrants and agrees on a continuing basis the following:

 

1.        it is duly registered as an investment adviser under the Advisers Act;

 

2.        it has the authority to enter into this Agreement;

 

3.        it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which QS Investors is bound whether arising by contract, operation of law or otherwise.

 

16.         GOVERNING LAW

 

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the 1940 Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

 

17.         LIMITATION OF LIABILITY

 

The Agreement and Declaration of Trust, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name " John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Fund with respect to which such obligation or claim arose, shall be liable.

 

7
 

 

18.         CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

 

QS Investors agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust’s “Policy Regarding Disclosure of Portfolio Holdings,” as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

 

19.         CONSULTATION WITH SUBADVISERS TO OTHER FUNDS

 

As required by Rule 17a-10 under the 1940 Act, QS Investors is prohibited from consulting with the entities listed below concerning transactions for a Fund in securities or other assets:

 

1.          other subadvisers to the Fund;

 

2.          other subadvisers to an Affiliated Fund;

 

3.          other subadvisers to a portfolio under common control with the Fund.

 

20.         COMPLIANCE

 

Upon execution of this Agreement, QS Investors shall provide the Adviser with QS Investors’s annual compliance program review report regarding its written policies and procedures (“Compliance Policies”) as required by Rule 206(4)-7 under the Advisers Act. Throughout the term of this Agreement, QS Investors shall promptly submit to the Adviser: (i) a summary of any material changes to the Compliance Policies; (ii) notification of the commencement of a regulatory examination of QS Investors; and (iii) notification of any material compliance matter that relates to the services provided by QS Investors to the Trust, including but not limited to, any material violation of the Compliance Policies or of QS Investors’s code of ethics and/or related code. Throughout the term of this Agreement, QS Investors shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the 1940 Act.

 

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

 

8
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

  JOHN HANCOCK INVESTMENT MANAGEMENT
  SERVICES, LLC
     
  By: /s/ Philip J. Fontana
    Philip Fontana
    Vice President
     
  QS Investors, LLC
     
  By: /s/ Daniel Holman
    Daniel Holman, CFA
    Chief Operating Officer

 

9
 

 

APPENDIX A

 

Lifestyle Trusts

Lifecycle Trusts

 

QS Investors shall serve as subadviser for each series of the Trust listed below (each a “Fund of Funds”). The Adviser will pay QS Investors, as full compensation for all services provided under this Agreement with respect to each Fund of Funds, the fee computed separately for such Fund of Funds as described below at the following annual rate (the "Subadviser Fee"):

 

[ ]% of the net assets of the Fund of Funds.

 

The Fund of Funds are as follows:

 

Lifestyle Aggressive MVP

Lifestyle Balanced MVP

Lifestyle Conservative MVP

Lifestyle Growth MVP

Lifestyle Moderate MVP

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

 

The Subadviser Fee for each Fund of Fund shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to QS Investors within 30 days of the end of each month. The daily fee accrual will be computed by multiplying the fraction of one over the number of calendar days in the year by the annual fee rate set forth above, and multiplying this product by the net assets of the Fund of Fund. The Adviser shall provide QS Investors with such information as QS Investors may reasonably request supporting the calculation of the fees paid to it. Fees shall be paid either by wire transfer or check, as directed by QS Investors. For purposes of determining net assets and calculating the Subadviser Fee, the net assets of each Fund of Fund are determined as of the close of business on the previous business day of the Trust.

 

If, with respect to any Fund of Fund, this Agreement terminates, or if the manner of determining the Subadviser Fee changes, before the end of any month, the Subadviser Fee (if any) for the period from the effective date of this Agreement, or from the beginning of such month, to the date of termination, or of such change, as the case may be, shall be prorated according to the proportion that such period bears to the full month in which such termination or change occurs.

 

A- 1
 

 

All Cap Core Trust

 

QS Investors shall serve as investment subadviser for each Fund of the Trust listed below. The Adviser will pay QS Investors, as full compensation for all services provided under this Agreement with respect to each Fund, the fee computed separately for such Fund at an annual rate as follows (the "Subadviser Fee"):

 

Fund  

First

$[ ]

of Aggregate

Net Assets*

 

Excess Over

$[ ]

of Aggregate

Net Assets*

All Cap Core Trust   [ ]%   [ ]%

 

*The term Aggregate Net Assets includes the net assets of a Fund of the Trust managed by QS Investors. It also includes with respect to each Fund the net assets of one or more other portfolios as indicated below managed by QS Investors, but in each case only for the period during which QS Investors also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Fund and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

 

Fund(s)   Other Portfolio(s)
All Cap Core Trust   All Cap Core Fund, a series of John Hancock Funds II

 

The Subadviser Fee for a Fund shall be based on the applicable annual fee rate for the Fund which for each day shall be equal to the quotient of (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”).  The Subadviser Fee for each Fund shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to QS Investors within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the annual fee rate, and multiplying this product by the net assets of the Fund. The Adviser shall provide QS Investors with such information as QS Investors may reasonably request supporting the calculation of the fees paid to it. Fees shall be paid either by wire transfer or check, as directed by QS Investors.

 

If, with respect to any Fund, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

A- 2

 

Exhibit (d)(16)(A)

 

QS Investors, LLC

 

Notice of Termination of Subadvisory Agreement as to the

 

Lifestyle Aggressive MVP

Lifestyle Balanced MVP

Lifestyle Conservative MVP

Lifestyle Growth MVP

Lifestyle Moderate MVP

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

(Each a Series of John Hancock Variable Insurance Trust)

(collectively, the “JHVIT Funds”)

 

Lifestyle Aggressive Portfolio

Lifestyle Balanced Portfolio

Lifestyle Conservative Portfolio

Lifestyle Growth Portfolio

Lifestyle Moderate Portfolio

Retirement Living through 2010 Portfolio

Retirement Living through 2015 Portfolio

Retirement Living through 2020 Portfolio

Retirement Living through 2025 Portfolio

Retirement Living through 2030 Portfolio

Retirement Living through 2035 Portfolio

Retirement Living through 2040 Portfolio

Retirement Living through 2045 Portfolio

Retirement Living through 2050 Portfolio

Retirement Living through 2055 Portfolio

(Each a Series of John Hancock Funds II)

(collectively, the “JHF II Funds”)

 

 
 

 

JHVIT Funds

 

Notice is hereby given pursuant to Section 7 of the Subadvisory Agreement (the “JHVIT Agreement”) dated May 30, 2014, as amended, between John Hancock Investment Management Services, LLC and QS Investors, LLC that the JHVIT Agreement as to the JHVIT Funds is terminated effective as of the close of business on February 17, 2014. The JHVIT Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the JHVIT Agreement on and after this date.

 

JHF II Funds

 

Notice is hereby given pursuant to Section 7 of the Subadvisory Agreement (the “JHF II Agreement”) dated May 30, 2014, as amended, between John Hancock Advisers, LLC and QS Investors, LLC that the JHF II Agreement as to the JHF II Funds is terminated effective as of the close of business on February 17, 2014. The JHF II Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the JHF II Agreement on and after this date.

 

Executed this 18th day of February, 2014.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Leo Zerilli  
  Name: Leo Zerilli  
  Title: Senior Vice President and Chief Investment Officer

 

John Hancock Advisers, LLC

 

By: /s/ Leo Zerilli  
  Name: Leo Zerilli  
  Title: Senior Vice President and Chief Investment Officer

 

QS Investors, LLC hereby waives its right to 60 days notice of such termination as provided for in Section 7 of the Agreement.

 

Executed this 18th day of February, 2014.

 

QS Investors, LLC

 

By: /s/ Daniel Hoffman  
  Name: Daniel Hoffman  
  Title: Chief Operating Officer

 

 

 

 

Exhibit (d)(18)(M)

 

John Hancock Trust

AMENDMENT TO SUBADVISORY AGREEMENT

T. Rowe Price Associates, Inc.

 

AMENDMENT made as of this 31st day of December, 2010 to the Subadvisory Agreement dated January 28, 1999, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and T. Rowe Price Associates, Inc., a Maryland Corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1. CHANGE IN APPENDIX A

 

Appendix A of the Agreement, "Compensation of Subadviser," is hereby amended to revise the subadvisory fees of the Capital Appreciation Value Trust and to add the following portfolio:

 

Large Cap Value Trust

 

(the "Portfolio")

 

2. SUBADVISORY AGREEMENT

 

In all other respects, the Agreement is confirmed and remains in full force and effect.

 

2. EFECTIVE DATE

 

This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the John Hancock Trust and (ii) the date of its execution; except that it will become effective with regards to the Large Cap Value Trust on December 31, 2010.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Andrew Arnott  

 

T. Rowe Price Associates, Inc.

 

By: /s/ Fran Pollack-Matz  
  Fran Pollack-Matz  
  Vice President & Senior Legal Counsel  

 

2
 

 

APPENDIX A

 

Blue Chip Growth Trust

Equity-Income Trust

Health Sciences Trust

Large Cap Value Trust

Mid Value Trust

Small Company Value Trust

Science & Technology Trust

Small Company Value Trust

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

 

Portfolio

   

First

$[ ]

of Aggregate

Net Assets*

     

Between

$[ ]

and

$[ ]

of Aggregate
Net Assets*

     

Between

$[ ]

and

$[ ]

of Aggregate
Net Assets*

     

Between

$[ ]

and

$[ ]

of Aggregate

Net Assets*

   

Excess Over

$[ ]

of Aggregate

Net Assets*

 
Blue Chip Growth Trust     [ ]%       [ ]%       [ ]%       [ ] %#       [ ]%  
Equity-Income Trust     [ ]%       [ ]%       [ ]%       [ ] %##     [ ]%  
Health Sciences Trust     [ ]%       [ ]%       [ ]%       [ ] %          [ ]%  
Mid Value Trust     [ ]%       [ ]%       [ ]%       [ ] %         [ ]%  
Science & Technology Trust     [ ]%       [ ]%       [ ]%       [ ] %         [ ]%  
Small Company Value Trust     [ ]%       [ ]%       [ ]%       [ ] %         [ ]%  
                                         

#When Aggregate Net Assets exceed $[ ]on any day, the annual rate of subadvisory fee for that day is [ ]% on the first $[ ]of Aggregate Net Assets.

##When Aggregate Net Assets exceed $[ ]on any day, the annual rate of subadvisory fee for that day is [ ]% on the first $[ ]of Aggregate Net Assets.

 

Portfolio    

First

$[ ] of Aggregate
Net Assets*

     

Between

$[ ] and

$[ ] of
Aggregate Net
Assets*

     

Between

$[ ] and

$[ ] of
Aggregate Net
Assets*

     

Between

$[ ] and

$[ ]of
Aggregate Net
Assets*

     

Excess Over

$[ ] of
Aggregate Net
Assets*

 
Large Cap Value     [ ]%       [ ]%       [ ]%       [ ]%       [ ]%  

 

3
 

 

*The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below managed by the Subadviser, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the custodian or fund accountant as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.

 

Trust Portfolio(s)   Other Portfolio(s)
     
Blue Chip Growth Trust   Blue Chip Growth Fund, a series of John Hancock Funds II
     
Equity-Income Trust   Equity-Income Fund, a series of John Hancock Funds II
     
Health Sciences Trust   Health Sciences Fund, a series of John Hancock Funds II
     
Large Cap Value Trust   Large Cap Value Fund, a series of John Hancock Funds II
     
Mid Value Trust   Mid Value Fund, a series of John Hancock Funds II
     
Science & Technology Trust   Science & Technology Fund, a series of John Hancock Funds II
     
Small Company Value Trust   Small Company Value Fund, a series of John Hancock Funds II

 

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Applicable Annual Fee Rate is then applied to Portfolio assets as described below. The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month . The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

4
 

 

APPENDIX A

Balanced Trust

New Income Trust

(formerly, Spectrum Income Trust)

 

The Subadviser shall serve as investment subadviser for the Portfolios of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio    

First

$[ ]of

Net Assets

     

Next

$[ ] of

Net Assets

     

Next

$[ ] of

Net Assets

     

Excess

Over $[ ] of

Net Assets

 
Balanced Trust     [ ]%       [ ]%       [ ]%       [ ]%  

 

Portfolio    

First

$[ ] of

Net Assets**

     

Next

$[ ] of

Net Assets**#

     

Next

$[ ] of

Net Assets**

     

Next

$[ ] of

Net Assets**

     

Excess Over

$[ ]of

Net Assets**

 
New Income Trust*(formerly Spectrum Income Trust)     [ ]%       [ ]%       [ ]%       [ ]%       [ ]%  

 

#When net assets exceed $[ ]on any day, the annual rate of subadvisory fee for that day is [ ]% on the first $[ ]of net assets of the New Income Trust.

 

**On any day that the effective fee based on the net assets of the New Income Trust exceeds [ ]%, the effective fee will be reduced to [ ]%.

 

For purposes of determining Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio are determined by the Custodian or fund accountant as of the close of business on the previous business day of the Portfolio.

 

The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

5
 

 

APPENDIX A

Capital Appreciation Value Trust

 

The Subadviser shall serve as subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Subadviser Fee”):

 

If Aggregate Net Assets are less than $[ ], the following fee schedule shall apply:

 

Portfolio     First $[ ]of
Aggregate Net
Assets*
      Excess Over $[ ]of Aggregate
Net Assets*
 
Capital Appreciation Value Trust     [ ] %     [ ] %

 

If Aggregate Net Assets equal or exceed $[ ] but are less than $[ ], the following fee schedule shall apply:

 

Portfolio     First $[ ] of
Aggregate Net
Assets*
      Excess Over $[ ] of Net
Aggregate Assets*
 
Capital Appreciation Value Trust     [ ] %     [ ] %

 

If Aggregate Net Assets equal or exceed $[ ] but are less than $[ ], the following fee schedule shall apply:

 

Portfolio     First $[ ] of
Aggregate Net
Assets*
      Excess Over $[ ]of Aggregate
Net Assets*
 
Capital Appreciation Value Trust     [ ] %     [ ] %

 

If Aggregate Net Assets equal or exceed $[ ], the following fee schedule shall apply:

 

Portfolio     All Asset Levels  
Capital Appreciation Value Trust     [ ] %

 

6
 

 

*The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below managed by the Subadviser, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the custodian or fund accountant as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.

 

Trust Portfolio(s)   Other Portfolio(s)
Capital Appreciation Value Trust   Capital Appreciation Value Fund, a series of John Hancock Funds II

 

The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

 

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

 

7

 

 

Exhibit (d)(19)(C)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Templeton Global Advisors Limited

 

AMENDMENT made as of this 17th day of May, 2013 to the Subadvisory

Agreement dated December 8, 2003 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Templeton Global Advisors Limited (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.   Section 2.c is amended and restated as follows:

 

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement.  Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

2.   Effective Date

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust, and (ii) execution of the Amendment.

 

3.   Miscellaneous

 

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Leo M. Zerilli  
  Leo Zerilli  
  Senior Vice President and Chief Investment Officer  

 

Templeton Global Advisors Limited

 

By: /s/ Norman J. Boersma  
  Norman J. Boersma  
  President & Chief Executive Officer  

 

 

 

 

Exhibit (d)(20)(F)

 

Notice of Termination of Subadvisory Agreement as to the

Overseas Equity Trust

(a Series of John Hancock Trust)

Templeton Investment Counsel, LLC

 

Notice is hereby given pursuant to Section 7 of the Subadvisory Agreement (the “Agreement”) dated February 1, 1999, as amended, between John Hancock Investment Management Services, LLC and Templeton Investment Counsel, LLC (“Templeton”) that the Agreement as to the Overseas Equity Trust is terminated effective as of the close of business on April 30, 2010. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after April 30, 2010.

 

Executed this 26th day of April, 2010.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Bruce R. Speca  
  Bruce R. Speca  
  Executive Vice President  

 

Templeton hereby waives its right to 60 days notice of such termination as provided for in Section 7 of the Agreement.

 

Templeton Investment Counsel, LLC

 

 

By: /s/Gary Motyl  
   Gary Motyl  
  President  

 

 

 

Exhibit (d)(20)(G)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

Templeton Investment Counsel LLC

 

AMENDMENT made as of this 17th day of May, 2013 to the Subadvisory Agreement dated February 1, 1999 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Templeton Investment Counsel LLC (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.   Section 2.c is amended and restated as follows:

 

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments.  The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable.  The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.  Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement.  Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

 

2.   Effective Date

 

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Variable Insurance Trust, and (ii) execution of the Amendment.

 

3.   Miscellaneous

 

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Leo Zerilli  
  Leo Zerilli, Senior Vice President and Chief Investment Officer  

 

Templeton Investment Counsel LLC

 

By: /s/ Peter A. Nori  
  Peter A. Nori  
  Executive Vice President/Relationship Manager  

 

 

 

 

Exhibit (d)(22)(C)

 

Notice of Termination of Subadvisory Agreement as to the

U.S. High Yield Bond Trust

(a Series of John Hancock Trust)

Wells Capital Management Incorporated

 

Notice is hereby given pursuant to Section 7 of the Subadvisory Agreement (the “Agreement”) dated April 29, 2005, as amended, between John Hancock Investment Management Services, LLC and Wells Capital Management Incorporated (“Wells Capital”) that the Agreement as to the U.S. High Yield Bond Trust is terminated effective as of the close of business on November 5, 2010. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after November 5, 2010.

 

Executed this 1 day of November, 2010.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Andrew Arnott  
  Andrew Arnott  
  Executive Vice President  

 

Wells Capital hereby waives its right to 60 days notice of such termination as provided for in Section 7 of the Agreement.

 

Wells Capital Management Incorporated

 

By: /s/ Matt Marotz  

 

 

 

Exhibit (d)(23)(C)

 

Notice of Termination of Subadvisory Agreement as to the

U.S. Government Securities Trust

(a Series of John Hancock Trust)

Western Asset Management Company

 

Notice is hereby given pursuant to Section 8 of the Subadvisory Agreement (the “Agreement”) dated April 28, 2006, as amended, between John Hancock Investment Management Services, LLC and Western Asset Management Company (“WAMCO”) that the Agreement as to the U.S. Government Securities Trust is terminated effective as of the close of business on April 30, 2010. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after April 30, 2010.

 

Executed this 30 day of April, 2010.

 

John Hancock Investment Management Services, LLC

 

By: /s/ Bruce R. Speca     
  Bruce R. Speca, EVP, IMS  

 

WAMCO hereby waives its right to 60 days notice of such termination as provided for in Section 8 of the Agreement.

 

Western Asset Management Company

 

By: /s/ Barbara L. Ziegler  
  Barbara L. Ziegler  
  Head of Client Service and Marketing Support  

 

 

 

Exhibit (d)(23)(D)

 

Notice of Termination of Subadvisory Agreement as to the

Strategic Bond Trust

(a Series of John Hancock Trust)

Western Asset Management Company

 

Notice is hereby given pursuant to Section 8 of the Subadvisory Agreement (the “Agreement”) dated April 28, 2006, as amended, between John Hancock Investment Management Services, LLC and Western Asset Management Company (“WAMCO”) that the Agreement as to the Strategic Bond Trust is terminated effective as of the close of business on November 5, 2010. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after

November 5, 2010.

 

Executed this 5th day of November, 2010.

 

John Hancock Investment Management Services, LLC

 

By:   /s/ Andrew Arnott  
  Andrew G. Arnott  
  Executive Vice President  

 

WAMCO hereby waives its right to 60 days notice of such termination as provided for in Section 8 of the Agreement.

 

Western Asset Management Company

 

By: /s/ Barbara L. Ziegler  
  Barbara L. Ziegler  
  Head of Client Service and Marketing Support  

 

 

 

Exhibit (d)(23)(E)

 

Notice of Termination of Subadvisory Agreement as to the

Floating Rate Income Trust

(a Series of John Hancock Trust)

Western Asset Management Company

 

Notice is hereby given pursuant to Section 8 of the Subadvisory Agreement (the “Agreement”) dated April 28, 2006, as amended, between John Hancock Investment Management Services, LLC and Western Asset Management Company (“WAMCO”) that the Agreement as to the Floating Rate Income Trust is terminated effective as of the close of business on December 31, 2010. The Agreement will continue to remain in effect as to all other portfolios listed in Appendix A to the Agreement on and after December 31, 2010.

 

Executed this 31st day of December, 2010.

 

John Hancock Investment Management Services, LLC

 

By:   /s/ Andrew Arnott  
  Andrew G. Arnott, Executive Vice President  

 

WAMCO hereby waives its right to 60 days notice of such termination as provided for in Section 8 of the Agreement.

 

Western Asset Management Company

 

By: /s/ James J. Flick  
  Director of Global Client Services & Marketing  

 

 

 

Exhibit (e)(2)

 

AMENDMENT TO DISTRIBUTION AGREEMENT

 

The Distribution Agreement (the “Agreement”) dated as of January 1, 2002, as amended June 26, 2003, by and between Manufacturers Investment Trust, now known as John Hancock Trust (the “Trust”) and Manulife Financial Securities LLC, now known as, John Hancock Distributors, LLC (the “Distributor”) is hereby amended as of May 28, 2010 as follows:

 

WHEREAS, the parties desires to mutually modify certain terms of the Agreement.

 

NOW, THEREFORE, the Trust and the Distributor agree as follows:

 

1.          The following provision is hereby added to the Agreement:

 

“Indemnification.

 

(a)   The Trust agrees to indemnify, defend and hold the Distributor, its officers, and Trustees, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act of 1933 (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), free and harmless from and against any and all claims, demands or liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Distributor, its officers, Trustees or any such controlling persons may incur under the 1933 Act, the 1934 Act, or under common law or otherwise, arising out of or based upon (i) any untrue statement of a material fact contained in the Trust’s Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by the Distributor to the Trust for use in the Registration Statement, (ii) any untrue statement of a material fact contained in the Trust’s advertisement or sales literature or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by the Distributor to the Trust for use in such advertisement or sales literature or (iii) any action taken or omitted by the Trust prior to the date of this Agreement. The Distributor agrees to comply with all of the applicable terms and provisions of the 1934 Act.

 

(b)   The Distributor agrees to indemnify, defend, and hold the Trust, its officers, Trustees, employees shareholders and agents, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act of Section 20 of the 1934 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its Trustees, officers, employees, shareholders and agents, or any such controlling person may incur under the 1933 Act, the 1934 Act or under common law or otherwise arising out of or based upon any untrue statement of a material fact contained in information furnished in writing by the Distributor to the Trust for use in the Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement necessary to make such information not misleading.

 

 
 

 

(c)   A party seeking indemnification hereunder (the “Indemnitee”) shall give prompt written notice to the party from whom indemnification is sought (“Indemnitor”) of a written assertion or claim of any threatened or pending legal proceeding which may be subject to indemnity under this Section; provided, however, that failure to notify the Indemnitor of such written assertion or claim shall not relieve the Indemnitor of any liability arising from this Section. The Indemnitor shall be entitled, if it so elects, to assume the defense of any suit brought to enforce a claim subject to this Agreement and such defense shall be conducted by counsel chosen by the Indemnitor and satisfactory to the Indemnitee; provided, however, that if the defendants include both the Indemnitee and the Indemnitor, and the Indemnitee shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnitor (“conflict of interest”), the Indemnitor shall have the right to select separate counsel to defend such claim on behalf of the Indemnitee. In the event that the Indemnitor elects to assume the defense of any suit pursuant to the preceding sentence and retains counsel satisfactory to the Indemnitee, the Indemnitee shall bear the fees and expenses of additional counsel retained by it except for reasonable investigation costs which shall be borne by the Indemnitor. If the Indemnitor (i) does not elect to assume the defense of a claim, (ii) elects to assume the defense of a claim but chooses counsel that is not satisfactory to the Indemnitee or (iii) has no right to assume the defense of a claim because of a conflict of interest, the Indemnitor shall advance or reimburse the Indemnitee, at the election of the Indemnitee, reasonable fees and disbursements of any counsel retained by Indemnitee, including reasonable investigation costs.”

 

2.          Except as otherwise referenced in this Amendment, the terms of the Agreement shall remain in full force and effect.

 

2
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

 

JOHN HANCOCK TRUST

(f/k/a Manufacturers Investment Trust)

 

By: /s/ Hugh McHaffie  
  Hugh McHaffie,  
  President  

 

JOHN HANCOCK DISTRIBUTOR, LLC

(f/k/a Manulife Financial Securities LLC)

 

By: /s/ Karen Walsh  
  Karen Walsh, President  

 

3

 

Exhibit (g)(1) 

 

MASTER GLOBAL

CUSTODIAL SERVICES AGREEMENT

 

SEVERALLY AND NOT JOINTLY EACH OF THE

ENTITIES

 

LISTED ON SCHEDULE A HERETO

 

   

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014)
 

 

TABLE OF CONTENTS

 

1. DEFINITIONS AND INTERPRETATION 1
     
2. ESTABLISHMENT OF ACCOUNTS 2
     
3. CUSTODY ACCOUNT PROCEDURES 4
     
4. CASH ACCOUNT PROCEDURES 4
     
5. INSTRUCTIONS 5
     
6. PERFORMANCE BY THE CUSTODIAN 6
     
7. TAX STATUS/WITHHOLDING TAXES 7
     
8. USE OF THIRD PARTIES 7
     
9. REPRESENTATIONS 10
     
10. SCOPE OF RESPONSIBILITY 10
     
11 SUBROGATION 11
     
12. INDEMNITY 11
     
13. MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES 12
     
14. LIEN AND SET OFF 12
     
15. FEES AND EXPENSES 13
     
16. CITIGROUP ORGANISATION INVOLVEMENT 13
     
17. RECORDS AND ACCESS 13
     
18. INFORMATION 14
     
19. ADVERTISING 14
     
20. TERMINATION. 14
     
21. LOAN SERVICING PROCEDURES 15
     
22. GOVERNING LAW AND JURISDICTION 17
     
23. MISCELLANEOUS 17
     
SIGNATURES 18

 

Schedules:

 

· Fee Schedule
· Schedule A
· Schedule B

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014)  
 

 

 

THIS MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT (the “Agreement”) is made on, March 3rd, 2014, by and between s everally and not jointly each of the registered investment companies listed on Schedule A hereto , (each a “ Client ”) and Citibank, N.A. acting through its offices located in New York (the “ Custodian ”). For the avoidance of doubt, this Agreement shall be treated as if each entity set forth on Schedule A had executed a separate agreement with the Custodian, and there shall be no cross- liability or cross-collateralization between such entities.

 

1. DEFINITIONS AND INTERPRETATION

 

(A) Definitions.

 

1940 Act” means the Investment Company Act of 1940, as amended.

 

Authorized Person ” means the Client or any person (including any individual or entity) authorized by the Client to act on its behalf in the performance of any act, discretion or duty under this Agreement (including, for the avoidance of doubt, any officer or employee of such person) in a written notice reasonably acceptable to the Custodian.

 

Cash ” means all cash or cash equivalents in any currency received and held on the terms of this Agreement.

 

CFTC ” means the U.S. Commodity Futures Trading Commission.

 

Citigroup Organization ” means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a majority or controlling shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. shall be a separate member of the Citigroup Organization.

 

Clearance System ” means any clearing agency, settlement system or depository (including any entity that acts as a system for the central handling of Securities in the country where it is incorporated or organized or that acts as a transnational system for the central handling of Securities) used in connection with transactions relating to Securities and any nominee of the foregoing.

 

Fee Schedule ” means the separate letter agreement agreed by the parties related to the fees payable by the Client with respect to this Agreement, as amended from time to time by written agreement of the parties.

 

FINRA ” means the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.)

 

Foreign Securities System ” means a Clearance System located outside the United States that is an Eligible Securities Depository (as defined in Rule 17f-7(b)(1) of the Investment Company Act) and that is made available to the Client via the Custodian’s web portal.

 

Foreign Sub-Custodian ” has the meaning assigned thereto in Section 8(B)(i).

 

Instructions ” means any and all instructions (including approvals, consents and notices) received by the Custodian from, or reasonably believed by the Custodian to be from, any Authorized Person, including any instructions communicated through any manual or electronic medium or system agreed between the Client and the Custodian.

 

Investment Company Act ” means the Investment Company Act of 1940, as amended from time to time.

 

Repo Custodian ” means, with respect to a Fund, one or more additional custodians appointed by such Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s)

 

SEC ” means the U.S. Securities Exchange Commission.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 1
 

 

 

Securities ” means any financial asset (other than Cash) from time to time held for the Client on the terms of this Agreement.

 

Securities System ” means a Clearance System that is either a U.S. Securities System or a Foreign Securities System.

 

Securities Exchange Ac t” means the Securities Exchange Act of 1934, as amended.

 

Taxes ” means all taxes, levies, imposts, charges, assessments, deductions, withholdings and related liabilities, including additions to tax, penalties and interest imposed on or in respect of (i) Securities or Cash, (ii) the transactions effected under this Agreement or (iii) the Client; provided that “Taxes” does not include income or franchise taxes imposed on or measured by the net income of the Custodian or its agents.

 

Transfer Agent ” means, with respect to a Fund, the transfer agent of the Fund’s shares.

 

Underlying Transfer Agent ” means, with respect to a Fund, the transfer agent for Underlying Shares.

 

Underlying Shares ” means uncertificated shares of registered investment companies (as defined in Section 3(a)(1) of the Investment Company Act), whether in the same group of investment companies (as defined in Section 12(d)(1)(G)(ii) of the Investment Company Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the Investment Company Act.

 

U.S. Securities System ” means a Clearance System located within the United States and that is in compliance with the conditions of Rule 17f-4 under the Investment Company Act.

 

(B) Interpretation.

 

(i) References in this Agreement to schedules shall be deemed to be references to schedules, the terms of which shall be incorporated into and form part of this Agreement.

 

(ii) References in this Agreement to Rule 17f-5 or to specific provisions of Rule 17f-5 refer to Rule 17f-5 under the Investment Company Act of 1940, as adopted on or before the date hereof. References in this Agreement to Rule 17f-7 or to specific provisions of Rule 17f-7 refer to Rule 17f-7 under the Investment Company Act of 1940, as adopted on or before the date hereof.

 

(iii) References in this Agreement to the Client shall mean the Client acting individually and separately on behalf of each Fund. The appointment of the Custodian subject to the terms and provisions of this Agreement shall constitute a separate appointment by the Client on behalf of each Fund. Except as otherwise agreed, each reference herein to Cash Accounts and Custody Accounts and to Securities and Cash shall mean the Cash Accounts, Custody Accounts, Securities and Cash maintained, received, delivered and held separately for a Fund and not on an omnibus basis or aggregate basis for all of the Funds.

 

2. ESTABLISHMENT OF ACCOUNTS

 

(A) Accounts . The Client authorizes the Custodian to establish on behalf of each Client on its books, pursuant to the terms of this Agreement, (i) a custody account or accounts (the “Custody Account”) and (ii) a cash account or accounts (the “Cash Account”). The Custody Account will be a custody account for the receipt, safekeeping and maintenance of Securities, and the Cash Account will be a current account for Cash.

 

(B) Acceptance of Securities and Cash. The Custodian will determine in its reasonable discretion whether to accept (i) for custody in the Custody Account, Securities of any kind and (ii) for deposit in the Cash Account, Cash in any currency. Except as otherwise directed by the Client, to the extent such Securities are so accepted, all of such Securities shall be credited to the Custody Account and, to the extent such Cash is so accepted, all of such Cash shall be credited to the Cash Account.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 2
 

 

 

(C) Designation of Accounts and Securities .

 

(i) The Custody Account will be in the name of the Client or such other name as the Client may reasonably designate and will indicate that Securities credited thereto are property of the Client, do not belong to the Custodian and are segregated from the Custodian’s assets.

 

(ii) The Cash Account will be in the name of the Client or such other name as the Client may reasonably designate , will be held by the Custodian as banker and any Cash credited thereto shall be identified as property of the Client.

 

(iii) Unless consented to or directed by a Client, all Securities held by the Custodian shall be registered on its books and records (i) in the name of the Client or (ii) in the name of a nominee acting on behalf of such Client.

 

(D) Segregation.

 

(i) The Custodian shall identify on its books as belonging to the Client the Securities held by each sub- custodian (including Foreign Sub-Custodians), U.S. Securities System and Foreign Securities System. To the extent reasonably practicable, the Custodian will hold Securities with a subcustodian (including a Foreign Sub-Custodian) only in an account which holds exclusively assets held by the Custodian for its customers (and not in any account holding the assets of the sub-custodian or any of its other customers) and, if held in such account, the Custodian shall indicate in its records that any Securities of the Funds maintained in such account are the property of the Client. In addition, the Custodian will direct each subcustodian (including Foreign Sub-Custodians) to identify on its books that Securities are held for the account of the Custodian as custodian for its customers. The Custodian will direct each subcustodian (including Foreign Sub-Custodians), to the extent practicable, to hold Securities in a Securities System only in an account of the subcustodian which holds exclusively assets held by the subcustodian for its customers.

 

(ii) Any Securities deposited by the Custodian with a subcustodian will be subject only to the instructions of the Custodian, and any Securities held in a Securities System for the account of a subcustodian will be subject only to the instructions of the subcustodian.

 

(iii) The Custodian shall require the subcustodian to agree that Securities will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the subcustodian.

 

(E) Segregated Account.

 

The Custodian shall upon receipt of Instructions on behalf of each Client, establish and maintain a segregated account or accounts for and on behalf of each such Client, into which account or accounts may be transferred Cash and/or Securities of the Client, including Securities maintained in a Custody Account or Cash Account by the Custodian, and collateral provided to the Client by its counterparties, (a) in accordance with the provisions of any agreement among the Client, the Custodian and a broker-dealer (registered under the Securities Exchange Act and a member of the FINRA) relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Client, (b) in accordance with the provisions of any agreement among the Client, the Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the CFTC or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Client, (c) for purposes of segregating Cash or government Securities in connection with options purchased, sold or written by the Client or commodity futures contracts or options thereon purchased or sold by the Client, (d) for the purposes of compliance by the Client with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (e) for any other purpose in accordance with Instructions.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 3
 

 

 

(F) Underlying Transfer Agent

 

Underlying Shares beneficially owned by a Client, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian’s only responsibilities with respect thereto shall be limited to the following:

 

1) Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Client, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Client.

 

2) In respect of the purchase of Underlying Shares for the account of a Client, upon receipt of Instructions, the Custodian shall pay out monies of such Client as so directed, and record such payment from the account of such Client on the Custodian’s books and records.

 

3) In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Client on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Client on the Custodian’s books and records.

 

3. CUSTODY ACCOUNT PROCEDURES

 

(A) Credits to the Custody Account . The Custodian is not obligated to credit Securities to the Custody Account before receipt of such Securities by final settlement.

 

(B) Delivery of Securities in General. The Custodian and any sub-custodian may only release and deliver, and shall release and deliver, domestic Securities owned by a Client and held by the Custodian, held by a sub-custodian, held in a U.S. Securities System account or held in an account at the Underlying Transfer Agent in the circumstances set forth under Section I of Schedule B. The Custodian and any Foreign Sub- Custodian may only release and deliver, and shall release and deliver, foreign Securities owned by the Client and held by the Custodian, held by a Foreign Sub-Custodian or held in a Foreign Securities System account in the circumstances set forth under Section III of Schedule B.

 

(C) Debits to the Custody Account. If the Custodian has received Instructions that would result in the delivery of Securities exceeding credits to the Custody Account for that Security, the Custodian may reject the Instructions or may decide which deliveries it will make (in whole or in part and in the order it selects).

 

(C) Denomination of Securities . The Client shall bear the risk and expense associated with investing in Securities denominated in any currency.

 

4. CASH ACCOUNT PROCEDURES

 

(A) Payment of Fund Monies in General . The Custodian and any sub-custodian may only debit the Cash Account or otherwise deliver out Cash held within the United States by the Custodian or a sub-custodian or held in a U.S. Securities System account, and shall debit the Cash Account or otherwise deliver out such Cash, in the circumstances set forth under Section II of Schedule B. The Custodian and any Foreign Sub-Custodian may only deliver out Cash of held outside the United States by the Custodian or a Foreign Sub-Custodian or held in a Foreign Securities System account, and shall deliver out such Cash, in the circumstances set forth under Section IV of Schedule B.

 

(B) Credits to the Cash Account . The Custodian is not obliged to make a credit to the Cash Account before receipt by the Custodian of a corresponding and final payment in cleared funds; provided that, with respect to the settlement of a sale of Securities, a provisional credit in an amount equal to the net sale price for the transaction shall be made to the Cash Account as if it were received as of the close of business on the standard settlement date in the applicable market if (i) the Custodian has received Instructions relating to the transaction, (ii) the Custodian or its agents have possession of the assets in good deliverable form (which shall exclude assets subject to third party lending arrangements entered into by a Client) and (iii) the Custodian or its agents is not aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transaction in the applicable market. If the Custodian makes a provisional credit before such receipt, the Custodian may reverse all or part of the credit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so decides, require repayment of any amount corresponding to any debit if, in its reasonable judgment, it believes that such transaction will not settle in accordance with its terms.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 4
 

 

 

(C) Debits from the Cash Account. The consideration payable in connection with a purchase transaction shall be debited from the Cash Account as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Client notifies the Custodian that such transaction has been cancelled.

 

(D) Debit Balances in the Cash Account. The Custodian is not obliged to make any debit to the Cash Account which might result in or increase a debit balance. The Custodian may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account at any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, the Custodian may decide which debits it will make (in whole or in part and in the order it selects)

 

(E) Payments. The Custodian may, at any time cancel any extension of credit. The Client will transfer to the Custodian on closure of the Cash Account and otherwise on demand from the Custodian sufficient immediately available funds to cover any debit balance on the Cash Account or any other extension of credit and any interest, fees and other amounts owed.

 

(F) Foreign Currency Risks. The Client shall bear the risk and expense associated with Cash denominated in any currency.

 

(G) Cash Held as Banker. In holding cash in the Cash Account the Custodian is acting as banker, and the Custodian is not acting as trustee or in trust with respect to maintaining the deposit of cash or in connection with any cash transfer or transaction, including foreign exchange, effected pursuant to this Agreement.

 

(H) FX Transactions . To the extent that the Client issues any Instruction, including a standing Instruction, for the Custodian to enter into foreign exchange transactions,, a report summarizing the terms of such foreign exchange transactions, including trade and settlement dates, the amounts and currencies exchanged and the exchange rates applied and any fees, charges, costs or commissions charged by any party to such foreign exchange transaction shall be made available to the Client.

 

Included in the Fee Schedule, the Custodian has provided the Client with a schedule (the “FX Pricing”) specifying foreign exchange (“FX”) spreads over Citi benchmarks in connection with FX transactions effected through the Custodian’s AutoFX service and standing instructions. The Custodian represents that upon Instructions the Custodian will execute FX transactions on behalf of the Client at the spreads specified for each type of currency as specified in the Fee Schedule. For currencies not identified on the Fee Schedule, the rates will be on a negotiated basis at the time of any such FX transaction. The FX Pricing may be amended from time to time by mutual agreement. If the Custodian proposes a modification to a spread to reflect increased volatility and agreement cannot be reached on such modification, the Custodian reserves the right to remove the related currency from the Fee Schedule and cease providing benchmark pricing for the related currency, moving to pricing on a negotiated basis at the time of any such FX transaction. The Custodian may decline to act on any Instruction for FX or to effect any FX transactions without regard to the specified rate on the Fee Schedule due to the requirements of applicable law with regard to the FX transaction, applicable market regulations or directives of applicable market authorities, market restrictions or market conditions; provided, however, the Custodian shall give the Client prior notice where practicable.

 

5. INSTRUCTIONS

 

The Custodian is entitled to rely and act upon Instructions of any Authorized Person until the Custodian has received notice of any change from the Client and has had a reasonable time to note and implement such change. The Custodian is authorized to rely upon any Instructions received by any means, provided that the Custodian and the Client have agreed upon the means of transmission and the method of identification for the Instructions. In particular:

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 5
 

 

 

(i) The Client and the Custodian will comply with security procedures designed to verify the origination of Instructions.

 

(ii) The Custodian is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client, and the Custodian may act on any Instruction by reference to an account number only, even if any account name is provided.

 

(iii) The Custodian may act on an Instruction if it reasonably believes it contains sufficient information.

 

(iv) The Custodian may decide not to act on an Instruction where it reasonably doubts its contents, authorization, origination or compliance with any security procedures and will promptly notify the Client of its decision.

 

(v) If the Custodian acts on any Instruction sent manually (including facsimile or telephone), then, if the Custodian complies with the security procedures], the Client will be responsible for any loss the Custodian may incur in connection with that Instruction. The Client expressly acknowledges that the Client is aware that the use of manual forms of communication to convey Instructions increases the risk of error, security and privacy issues and fraudulent activities.

 

(vi) Instructions are to be given in the English language.

 

(vii) The Custodian is obligated to act on Instructions only within applicable cut-off times on banking days when the Custodian and the applicable financial markets are open for business.

 

(viii) In some securities markets, securities deliveries and payments therefor may not be or are not customarily made simultaneously. Accordingly, notwithstanding the Client’s Instruction to deliver Securities against payment or to pay for Securities against delivery, the Custodian may make or accept payment for or delivery of Securities at such time and in such form and manner as is in accordance with relevant local law and practice or with the customs prevailing in the relevant market.

 

6. PERFORMANCE BY THE CUSTODIAN

 

(A) Custodial Duties Requiring Instructions. The Custodian shall carry out the following actions only upon receipt of and in accordance with specific Instructions:

 

(i) make payment for and/or receive any Securities or deliver or dispose of any Securities except as otherwise specifically provided for in this Agreement;

 

(ii) deal with rights, conversions, options, warrants and other similar interests or any other discretionary right in connection with Securities; and

 

(iii) carry out any action affecting Securities or the Custody Account or Cash or the Cash Account other than those specified in Section 6(B) below, but in each instance subject to the agreement of the Custodian.

 

(B) Non-Discretionary Custodial Duties. Absent a contrary Instruction, the Custodian shall carry out the following without further Instructions:

 

(i) in the Client or Fund’s name or on its behalf, sign any affidavits, certificates of ownership and other certificates and documents relating to Securities which may be required (i) to obtain any Securities or Cash or (ii) by any tax or regulatory authority;

 

(ii) collect, receive, and/or credit on a timely basis as such amounts are received the Custody Account or Cash Account, as appropriate, with all income, payments and distributions in respect of Securities and any capital arising out of or in connection with Securities (including all Securities received by the Custodian as a result of a stock dividend, bonus issue, share sub-division or reorganization, capitalization of reserves or otherwise) and take any action necessary and proper in connection therewith;

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 6
 

 

 

(iii) exchange interim or temporary receipts for definitive certificates, and old or overstamped certificates for new certificates;

 

(iv) notify the Client of notices, circulars, reports and announcements which the Custodian has received, in the course of acting in the capacity of custodian, concerning Securities held on the Client’s behalf, including, but not limited to, (i) any such notices that require discretionary action, (ii) pendency of calls and maturities of domestic Securities and expiration of rights in connection therewith, , (iii) tender or exchange offers, and (iv) notices of any bankruptcy, insolvency, restructuring or other similar event of the issuer or obligor. Custodian will use commercially reasonable efforts to notify Client, as soon as reasonably practicable, of any other notices relating to Client investments which may be received by Custodian.

 

(v) make any payment by debiting the Cash Account or any other designated account of the Client with the Custodian as required to effect any Instruction; and

 

(vi) attend to all non-discretionary matters in connection with anything provided in this Section 6(B) or any Instruction.

 

7. TAX STATUS/WITHHOLDING TAXES

 

(A) Information. The Client will provide the Custodian, from time to time and in a timely manner, with information and proof (copies or originals) as the Custodian reasonably requests, as to the Clients or Fund and/or the underlying beneficial owner’s tax status or residence. Information and proof may include, as appropriate, executing certificates, making representations and warranties, or providing other information or documents in respect of Securities, as the Custodian deems necessary or proper to fulfill obligations under applicable law.

 

(B) Payment. If any Taxes become payable with respect to any payment to be made to the Client or a Fund, such Taxes will be payable by the Client or such Fund and the Custodian may withhold the Taxes from such payment. The Custodian may withhold any Cash held or received with respect to the Cash Account and apply such Cash in satisfaction of such Taxes. If any Taxes become payable with respect to any prior payment made to the Client or a Fund by the Custodian, the Custodian may withhold any Cash in satisfaction of such prior Taxes. The Client or Fund shall remain liable for any deficiency.

 

(C) Tax Relief. In the event the Client requests that the Custodian provide tax relief services and the Custodian agrees to provide such services, the Custodian shall apply for appropriate tax relief (either by way of reduced tax rates at the time of an income payment, claims for exemption from taxation or retrospective tax reclaims in certain markets as agreed from time to time); provided the Client provides to the Custodian such documentation and information as to it or its underlying beneficial owner clients as is necessary to secure such tax relief. However, in no event shall the Custodian be responsible, or liable, for any Taxes resulting from the inability to secure tax relief, or for the failure of any Client or beneficial owner to obtain the benefit of credits, on the basis of foreign taxes withheld, against any income tax liability.

 

8. USE OF THIRD PARTIES

 

(A) General Authority.

 

(i) The Custodian is hereby authorized to appoint subcustodians and administrative support providers as its delegates and to use or participate in market infrastructures and Securities Systems to perform any of the duties of the Custodian under this Agreement. The Custodian shall remain primarily liable for the actions or omissions of such subcustodians or administrative support providers.

 

(ii) Subcustodians are those persons utilized by the Custodian for the safe-keeping, clearance and settlement of Securities. The Custodian shall not appoint a subcustodian in the United States of America.

 

(iii) Administrative support providers are those persons utilized by the Custodian to perform ancillary services of a purely administrative nature such as couriers, messengers or other commercial transport systems.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 7
 

 

 

(iv) Market infrastructures are public utilities, external telecommunications facilities and other common carriers of electronic and other messages, and external postal services. Market infrastructures are not delegates of the Custodian.

 

(v) Securities deposited with Securities Systems hereunder will be subject to the laws, rules, statements of principle and practices of such Securities Systems. Securities Systems are not delegates of the Custodian .

 

(B) Foreign Custody Manager

 

With respect to securities and cash in such non-United States jurisdictions as the Custodian provides custody services under this Agreement for the Client, the Client desires to have the Custodian assume and discharge the responsibility of the Client’s board of trustees (hereinafter the “Board”) to select, contract with and monitor certain custodians of non-U.S. assets of the Client held by the Custodian pursuant to this Agreement. The Custodian agrees to accept the delegation and to perform the responsibility as provided in this Agreement.

 

Therefore, the Client on behalf of the Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)), in respect to the Client’s Foreign Assets (as defined in Rule 17f-5(a)(2)) held from time to time by the Custodian with any subcustodian that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1)). For the avoidance of doubt, the Custodian will not utilize subcustodians in the United States, or hold United States assets with an Eligible Foreign Custodian.

 

The Foreign Custody Manager represents to Client at the date this Agreement is entered into and at any date that any custodial service is used or provided that it is a U.S. Bank (as defined in Rule 17f- 5(a)(7)).

 

The Client may terminate the Custodian’s appointment as Foreign Custody Manager hereunder upon 45 days’ prior written notice.

 

As Foreign Custody Manager, the Custodian shall:

 

(i) select Eligible Foreign Custodians to serve as foreign custodians (any such Eligible Custodian acting in such capacity, a “Foreign Sub-Custodian”) and place and maintain the Client’s Foreign Assets with such Foreign Sub-Custodians; the list of such Eligible Foreign Custodians shall be made available to the Client via the Custodian’s electronic portal.
(ii) in selecting a Foreign Sub-Custodian, first determine that Foreign Assets placed and maintained in the safekeeping of each Foreign Sub-Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments including, without limitation, those factors set forth in Rule 17f- 5(c)(1)(i)- (iv);

 

(iii) enter into written agreements with each Foreign Sub-Custodian selected by the Custodian hereunder;

 

(iv) determine that the written contract with each Foreign Sub-Custodian requires that the Foreign Sub- Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices and procedures satisfy the requirements of Rule 17f-5(c)(2), including without limitation to the requirements relating to indemnification.

 

(v) provide written reports (x) notifying the Board of the placement of Foreign Assets with each Foreign Sub-Custodian, such reports to be provided at such time as the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with a Foreign Sub-Custodian;

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 8
 

 

 

(vi) establish a system to monitor, and shall monitor, the continued appropriateness of (x) maintaining the Foreign Assets with Foreign Sub-Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Foreign Sub-Custodian would no longer afford the Foreign Assets reasonable care, the Custodian shall promptly so advise the Client and shall further advise the Client as to whether it will (i) relocate the Foreign Assets to a new Foreign Sub-Custodian or (ii) that it requires Instructions ns (as defined in this Agreement) with respect to the disposition of the foreign investments because no Foreign Sub- Custodian in the relevant market meets the requirements of Rule 17f-5.

 

(vii) The Custodian shall make available to the Board and the Client the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian, as found on the Custodian’s web portal. The web portal may be updated by the Custodian from time to time, provided that no such update shall result in a Board or Fund being provided with substantively less information than had been previously made available hereunder.

 

Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to make available to the Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to customers with regard to such countries and risk.

 

(C) Eligible Securities Depositories :

 

(i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)) only in a Foreign Securities System. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. Securities System or a Foreign Securities System.

 

(ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B).

 

(iii) In performing its obligations under this Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities System or any existing or proposed standards for securities depositories.

 

(iv) Upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

 

(D) Shareholders Voting . The Custodian’s only obligation in regard to any matter where the Client may exercise shareholder voting rights will be to provide shareholder voting services as specified in a separate proxy services letter between the Custodian and the Client.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 9
 

 

 

9. REPRESENTATIONS

 

(A) General. The Client and the Custodian each represents at the date this Agreement is entered into and at any date that any custodial service is used or provided that:

 

(i) It is duly organized and in good standing in every jurisdiction where it is required so to be;

 

(ii) It has the power and authority to sign and to perform its obligations under this Agreement;

 

(iii) This Agreement is duly authorized and signed and is its legal, valid and binding obligation;

 

(iv) Any consent, authorization or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party;

 

(v) Any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary); and

 

(vi) Its performance of this Agreement will not violate or breach any applicable law, regulation, material contract or other requirement.

 

(B) Client . The Client also represents at the date this Agreement is entered into and on any date that any custodial service is used or provided that:

 

(i) It has authority to deposit the Securities received in the Custody Account and the Cash in the Cash Account and there is no claim or encumbrance that adversely affects any delivery of Securities or payment of Cash made in accordance with this Agreement;

 

(ii) Where it acts as an agent on behalf of any of its own customers, whether or not expressly identified to the Custodian from time to time, any such customers shall not be customers or indirect customers of the Custodian; and

 

(iii) It has not relied on any oral or written representation made by the Custodian or any person on its behalf other than the representations made in this Agreement.

 

10. SCOPE OF RESPONSIBILITY

 

(A) Standard of Care. The Custodian shall exercise the reasonable care, prudence and diligence in the performance of its duties under this Agreement and shall exercise due skill, care and diligence in the selection, continued appointment and ongoing monitoring of its subcustodians.

 

(B) Direct Damages. The Custodian will be liable for the Client’s direct damages resulting from the negligence, willful default or fraud of the Custodian or its agents. The Custodian will not be liable for any damages or losses solely by reason of the liquidation or insolvency of its agents. Nothing in this section shall relieve the Custodian of its responsibility for the performance of its subcustodians and agents.

 

(C) Mitigation of Damages. Upon the actual knowledge by any party of the occurrence of any event which may cause any loss, damage or expense to the party, the party shall as soon as reasonably practicable (i) notify the other party of the occurrence of such event and (ii) use its commercially reasonable efforts to take reasonable steps under the circumstances to mitigate or reduce the effects of such event and to avoid continuing harm to it.

 

(D) Limitations on the Custodian’s Responsibility.

 

(i) General. The Custodian is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any Instruction given in accordance with this Agreement. The Custodian shall have no implied duties or obligations.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 10
 

 

 

(ii) Sole Obligations of the Custodian. The Client understands and agrees that (i) the obligations and duties of the Custodian will be performed only by the Custodian and are not obligations or duties of any other of the Client with respect to the Custodian extend only to such Custodian and, except as provided by law, do not extend to any other member of the Citigroup Organization. For the avoidance of doubt, none of the foregoing shall limit Custodian’s primary liability for its delegates as set forth in Section 8(A)(i).

 

(iii) No Liability for Third Parties. Except as provided in Sections 8 and 10(B) hereof, the Custodian is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities.

 

(iv) Performance Subject to Laws. The Client understands and agrees that the Custodian’s performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, Securities System or market where or through which Instructions are to be carried out and to which the Custodian is subject and as exist in the country in which any Securities or Cash are held.

 

(v) Prevention of Performance. The Custodian will not be responsible for any failure to perform any of its obligations (nor will it be responsible for any unavailability of funds credited to the Cash Account) if such performance is prevented, hindered or delayed by a Force Majeure Event, in such case its obligations will be suspended for so long as the Force Majeure Event continues; provided that the Custodian shall take reasonable steps to minimize service interruptions as a result of such Force Majeure Event. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Custodian, such as restrictions on convertibility or transferability, requisitions, involuntary transfers, unavailability of third party communications systems, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

 

(vi) Client’s Reporting Obligations. Subject to Custodian’s obligations under Section 6(B), the Client shall be solely responsible for all filings, tax returns and reports on any transactions in respect of Securities or Cash or relating to Securities or Cash as may be required by any relevant authority, whether governmental or otherwise.

 

(vii) Validity of Securities. The Custodian shall exercise reasonable care in receiving Securities but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Custodian. If the Custodian becomes aware of any defect in title or forgery of any Security, the Custodian shall promptly notify the Client.

 

(viii) Capacity of Custodian. The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client, and the Custodian’s duty is solely to act as a Custodian in accordance with the terms of this Agreement.

 

(ix) Forwarded Information. The Custodian is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Section 6(B)(iv) of this Agreement not prepared by the Custodian including the accuracy or completeness of any translation provided by the Custodian in regard to such forwarded communication.

 

11. SUBROGATION

 

To the extent permissible by law or regulation and upon the Client’s request, the Client shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by the Client, in each case to the extent that the Custodian fails to pursue any such claim or the Client is not made whole in respect of such loss, damage or claim. Such right of subrogation shall include a right to be subrogated to the rights of the Custodian with respect to any claims against a sub-custodian or Foreign Sub-Custodian. Notwithstanding any other provision hereof, in no event is the Custodian obliged to bring suit in its own name or to allow suit to be brought in its name.

 

12. INDEMNITY

 

(A) Indemnity to the Custodian. The Client agrees to indemnify the Custodian and to defend and hold the Custodian harmless from all losses, costs, damages and expenses (including reasonable legal fees) and liabilities for any claims, demands or actions (each referred to as a “Loss”), incurred by the Custodian in connection with this Agreement, except any Loss resulting from the negligence, willful misconduct or fraud of the Custodian or its agents.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 11
 

 

 

(B) Client’s Direct Liability. If the Client discloses to the Custodian that the Client has entered into this Agreement as the agent or representative of another person, the Client shall not be relieved of any of its obligations under this Agreement.

 

13. MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES

 

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL OR PUNITIVE DAMAGES, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS, REVENUE OR ANTICIPATED SAVINGS, IN RELATION TO THIS AGREEMENT, WHETHER OR NOT THE RELEVANT LOSS WAS FORESEEABLE, OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR THAT SUCH LOSS WAS IN CONTEMPLATION OF THE OTHER PARTY.

 

14. LIEN AND SET OFF

 

(A) Lien. In addition to any other rights available to the Custodian under applicable law, the Custodian shall have, and the Client hereby grants a continuing general lien on all Securities of the Client held by the Custodian in order to secure such Client’s obligation to pay any fees and expenses or credit exposures incurred in the performance of Custodian’s services under this Agreement to such Client.

 

(B) Set Off. To the extent permitted by applicable law and in addition to any other remedies available to the Custodian under applicable law, the Custodian may, without prior notice to the Client, set off any payment obligation owed to it by the Client (severally but not jointly) in connection with all liabilities of such Client arising under this Agreement against any payment obligation owed by it to the Client under this Agreement regardless of the place of payment or currency of either obligation (and for such purpose may make any currency conversion necessary).

 

(C) Interfund Lending Program. The Funds have received an exemptive order effective December 15, 2011 pursuant to certain sections of the 1940 Act, permitting loans (“Interfund Loans”) from any one of the Funds or portfolios thereof (the “ Portfolios ”) to any other of the Funds or Portfolios (the “ Interfund Lending Program ”) as set forth in Investment Company Act Release 29865, File No. 812-13621 (Notice) and Investment Company Act Release No. 29885, File 812-13621 (the “ Exemptive Order ”). Each Fund, with respect to itself or certain of its Portfolios, has entered into an interfund lending facility, dated as of March 26, 2012, (the “ Credit Facility ”), so that each Fund, on behalf of itself or its Portfolios, may (i) borrow funds from time to time for temporary purposes (a Fund acting in such capacity, a “ Borrower ”) and (ii) loan funds from time to time to any such Borrower in accordance with the terms of the Credit Facility (a Fund acting in such capacity, a “ Lender ”). Under the terms of the Exemptive Order, a Borrower may only borrow on an unsecured basis through the Credit Facility if there is no secured loan outstanding from any other lender and as such require certain modifications of its custodial lien, as otherwise described in this Section 14 above, in order to facilitate unsecured Interfund Loans. As such, the parties agree that upon Custodian’s receipt of written notice from a Borrower that the Borrower intends to borrow on an unsecured basis from a Lender in accordance with the terms of the Interfund Lending Program, Custodian shall subordinate to the Lender its first priority security interest in the Borrower’s assets for one business day, measured from the Borrower’s receipt of the Interfund Loan, unless (i) the terms of such Interfund Loan violate the terms of the Exemptive Order or (ii) shareholder redemptions during the pendency of such Interfund Loan exceed 10% of the Borrower’s net assets, in which event Custodian’s first priority security interest in the Fund’s assets shall be automatically reinstated with no further action by Custodian. For the avoidance of doubt, the foregoing waiver shall not apply to Interfund Loans made on a secured basis.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 12
 

 

 

For the avoidance of doubt, (i) as used in this Section 14(c), "shareholder redemptions" shall mean the actual payment of shareholder redemptions (and not merely the receipt or pendency of shareholder requests for redemption), (ii) each such waiver shall be automatic and not require the execution and delivery of any instrument or release or other action by Custodian to be effective (provided, however, that Custodian shall reasonably cooperate with any request made by the Borrower at any time or times for specific written or other confirmation of any such waiver in any instance), (iii) each such waiver shall occur whether or not there may at the time be outstanding obligations owing to Custodian that are (or without such waiver would be) secured by its security interest in the Borrower's assets (provided, however, that the Borrower shall endeavor to satisfy any such outstanding obligations prior to it's receipt of the Interfund Loan), and (iv) written notice(s) of borrowing under the Interfund Lending Program may be given to Custodian by the Borrower on multiple occasions, at any time or times so long as this letter remains in effect, pursuant to the foregoing sentence.

 

In addition, the purpose hereof, Custodian shall be deemed to receive any such notice of a borrowing under the Interfund Lending Program when the same is sent by facsimile or by other facsimile or electronic address as State Street may hereinafter designate by written notice to the Borrower):

 

Michelle Curley

388 GREENWICH STREET

NY, New York USA 10013

Phone: +1 (212) 816-9313

Fax:

 

15. FEES AND EXPENSES

 

The Client agrees to pay all fees, charges and obligations incurred from time to time for any services pursuant to this Agreement as determined in accordance with the terms of the Fee Schedule, which may be changed from time to time upon agreement in writing by the Custodian and the Client, together with any other amounts payable to the Custodian under this Agreement. The Custodian may debit the Cash Account to pay any such fees, charges and obligations with regard to the applicable Client. Any other fees, charges and obligations charged by the Custodian to the Client, either directly or by an affiliate of the Custodian, relating to or ancillary to the services provided hereunder shall not be effective until such other fees, charges or obligations are detailed in writing on a revised Fee Schedule or in a separate fee agreement entered into by the parties.

 

16. CITIGROUP ORGANISATION INVOLVEMENT

 

The Client agrees and understands that any member of the Citigroup Organization can engage as principal or otherwise in any transaction effected by the Client or by any person for its account and benefit, or by or on behalf of any counterparty or issuer. When instructed to effect any transactions (particularly foreign exchange transactions), the Custodian is entitled to effect any transaction by or with itself or any member of the Citigroup Organization and to pay or keep any fee, commissions or compensation as specified in the Client’s Instruction or, if no specification is provided, any charges, fees, commissions or similar payments generally in effect from time to time with regard to such or similar transactions.

 

17. RECORDS AND ACCESS

 

(A) Recordkeeping . The Custodian shall with respect to each Client create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Client under Rules 31a-1 and 31a-2 under the 1940 Act. All such records shall be the property of the Client and shall at all times during the regular business hours of the Custodian be open for reasonable inspection by duly authorized officers, employees or agents of such Client and employees and agents of the SEC. The Custodian shall, at a Client’s request, supply the Client with a tabulation of Securities owned by each Portfolio and held by the Custodian.

 

(B) Examination of Statements. The Client shall examine each statement sent by the Custodian and notify the Custodian in writing within sixty (60) days of the date of such statement of any discrepancy between Instructions given by the Client and the position shown on the statement and of any other errors known to the Client.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 13
 

 

 

(C) Access to Records. The Custodian shall allow the Client and its independent public accountants, agents or regulators reasonable access to the records of the Custodian relating to Securities or Cash as is required by the Client in connection with an examination of the books and records pertaining to the affairs of the Client and will seek to obtain such access from each subcustodian and Securities System. Regulators of the Client shall be provided the right to perform periodic on-site audits as may be reasonably required to examine the Custodian’s performance of the services contemplated by this Agreement.

 

(D) The Custodian shall provide to the Client: (a) sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements; and (b) periodic reports and reasonable documentation for delivery to the Funds’ Chief Compliance Officer in connection with Rule 38a-1 under the 1940 Act with respect to the Custodian’s services and the Custodian’s compliance with its operating policies and procedures related thereto.

 

18. INFORMATION

 

The Custodian will treat information related to the Client as confidential but, unless prohibited by law, the Client authorizes the transfer or disclosure of any information relating to the Client to and between the branches, subsidiaries, representative offices, affiliates and agents of the Custodian and third parties selected by any of them, wherever situated, for confidential use in connection with the provision of services to the Client (including for data processing, statistical and risk analysis purposes), and further acknowledges that any such branch, subsidiary, representative office, affiliate, agent or third party may transfer or disclose any such information as required by any law, court, regulator or legal process.

 

The Custodian has implemented information security controls and procedures reasonably designed to protect the information and data owned and/or used by the Custodian applicable to the Client. Upon reasonable request, the Custodian shall discuss with senior management of the Client such controls and procedures and/or provide a high-level presentation summarizing such controls and procedures.

 

The Client and the Custodian will treat the terms of this Agreement, including any Fee Schedule, as confidential, provided that the parties may disclose any such information as required by any law, court, regulator or legal process.

 

19. ADVERTISING

 

Neither the Client nor the Custodian shall display the name, trade mark or service mark of the other without the prior written approval of the other, nor will the Client display that of Citigroup, Inc. or any subsidiary of Citigroup, Inc. without prior written approval from Citigroup, Inc. or the subsidiary concerned. The Client shall not advertise or promote any service provided by the Custodian without the Custodian’s prior written consent. The restrictions set forth in this Section 19 shall not prevent the Client from disclosing in any offering memorandum, prospectus or similar document that the Custodian is acting as Client’s custodian.

 

20. TERMINATION

 

(A) Date of Termination. Any party may terminate this Agreement in whole or as between itself and the other parties hereto by giving not less than sixty (60) days’ prior written notice to such other parties; provided that, in the exercised of the sole discretion of the Client, such notice must also not be given not more than 90 days following such written notice to such other parties; provided, further, that Client, , may at any time by action of its Board, immediately terminate this agreement in the event of the appointment of a conservator or receiver with respect to the Custodian by a regulatory authority or upon the occurrence of a similar event at the direction of a regulatory authority or a court of competent jurisdiction. For the avoidance of doubt, in the event one or more Clients wish to terminate this Agreement, the equivalent agreement between the Custodian and the remainder of the Clients shall continue in full force and effect and such termination shall in no way affect the parties’ rights and obligations under this Agreement as it applies to such other Clients.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 14
 

 

 

(B) Effect on Property. On or prior to the termination date of this agreement, the Custodian shall deliver the Securities and Cash as instructed by the Client. Any such Securities shall be duly endorsed and in the form for transfer. In addition, if requested by Client, Custodian shall provide to any successor custodian its records relating to the Fund. If by the termination date the Client has not given instructions to deliver any Securities or Cash, the Custodian will continue to safekeep such Securities and/or Cash until the Client provides instructions to effect a free delivery of such. However, the Custodian will provide no other services as regard to any such Securities except to collect and hold any cash distributions. Notwithstanding termination of this Agreement or any Instruction, the Custodian may retain sufficient Securities or Cash to close out or complete any transaction that the Custodian will be required to settle on the Client’s behalf.

 

(C) Surviving Terms. The rights and obligations contained in Sections 7, 10, 12, 13, 14, 18, 19 and 23 of this Agreement shall survive the termination of this Agreement.

 

21. LOAN SERVICING PROCEDURES

 

(A) General. The following provisions shall apply with respect to investments, property or assets in the nature of loans, or interests or participations in loans, including without limitation interests in syndicated bank loans and bank loan participations, whether in the U.S. or outside the U.S. (collectively, “Loans”) entered into by any Client.

 

(B) Safekeeping. Instruments, certificates, agreements and/or other documents which the Custodian may receive with respect to Loans, if any (collectively “Financing Documents”), from time to time, shall be held by the Custodian at its offices in New York City, New York.

 

(C) Duties of the Custodian. The Custodian shall accept such Financing Documents, if any, with respect to Loans as may be delivered to it from time to time by the Client. Notwithstanding any term of this Agreement to the contrary, with respect to any Loans, (i) the Custodian shall be under no obligation to determine, and shall have no liability for, the sufficiency of, or to require delivery of, any instrument, document or agreement constituting, evidencing or representing such Loan, other than to receive such Financing Documents, if any, as may be delivered or caused to be delivered to it by the Client (or its duly-authorized investment manager or investment adviser), (ii) without limiting the generality of the foregoing, delivery of any such Loan may be made to the Custodian by, and may be represented solely by, delivery to the Custodian of a facsimile or photocopy of an assignment agreement (an “Assignment Agreement”) or a confirmation or certification from the Client (or the investment manager or investment adviser) to the effect that it has acquired such Loan and/or has received or will receive, and will deliver to the Custodian, appropriate Financing Documents constituting, evidencing or representing such Loan (such confirmation or certification, together with any Assignment Agreement, collectively, an “Assignment Agreement or Confirmation”), in any case without delivery of any promissory note, participation certificate or similar instrument (collectively, an “Instrument”), (iii) if an original Instrument shall be or shall become available with respect to any such Loan, it shall be the sole responsibility of the Client (or its duly-authorized investment manager or investment adviser) to make or cause delivery thereof to the Custodian, and the Custodian shall be under no obligation at any time or times to determine whether any such original Instrument has been issued or made available with respect to such Loan, and shall not be under any obligation to compel compliance by the Client to make or cause delivery of such Instrument to the Custodian, and (iv) any reference to Financing Documents appearing in this Section 22 shall be deemed to include, without limitation, any such Instrument and/or Assignment Agreement or Confirmation.

 

If payments with respect to a Loan (“Loan Payment”) are not received by the Custodian on the date on which they are due, as reflected in the Payment Schedule (as such term is defined in Section 22(D) below) of the Loan (“Payment Date”), or in the case of interest payments, not received either on a scheduled interest payable date, as reported to the Custodian by the Client (or its duly-authorized investment manager or investment adviser) for the Loan (the “Interest Payable Date”), or in the amount of their accrued interest payable, the Custodian shall promptly, but in no event later than one business day after the Payment Date or the Interest Payable Date, give telephonic notice to the party obligated under the Financing Documents to make such Loan Payment (the “Obligor”) of its failure to make timely payment, and (2) if such payment is not received within three business days of its due date, shall notify the Fund (or its duly-authorized investment manager or investment adviser) of such Obligor’s failure to make the Loan Payment. The Custodian shall have no responsibility with respect to the collection of Loan Payments which are past due, other than the duty to notify the Obligor and the Fund (or its duly- authorized investment manager or investment adviser) as provided herein.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 15
 

 

 

The Custodian shall have no responsibilities or duties whatsoever under this Agreement, with respect to Loans or the Financing Documents, except for such responsibilities as are expressly set forth herein. In case any question arises as to its duties hereunder, the Custodian may request instructions from the Client and shall be entitled at all times to refrain from taking any action unless it has received Instructions from the Client and the Custodian shall in all events have no liability, risk or cost for any action taken, with respect to a Loan, pursuant to and in compliance with such Instructions.

 

The Custodian shall be only responsible and accountable for Loan Payments actually received by it and identified as for the account of the Client; any and all credits and payments credited to the Client, with respect to Loans, shall be conditional upon clearance and actual receipt by the Custodian of final payment thereon.

 

The Custodian shall promptly, upon the Client’s request, release to the Client’s investment manager or investment adviser or to any party as the Fund or the Fund’s investment manager or investment adviser may specify, any Financing Documents being held on behalf of the Client. Without limiting the foregoing, the Custodian shall not be deemed to have or be charged with knowledge of the sale of any Loan, unless and except to the extent it shall have received written notice and instruction from the Client (or its duly-authorized investment manager or investment adviser) with respect thereto, and except to the extent it shall have received the sale proceeds thereof.

 

In no event shall the Custodian be under any obligation or liability to make any advance of its own funds with respect to any Loan.

 

(D) Responsibility of the Client. With respect to each Loan held by the Custodian hereunder in accordance with the provisions hereof, the Client shall (a) cause the Financing Documents evidencing such Loan to be delivered to the Custodian; (b) include with such Financing Documents an amortization schedule of payments (the “Payment Schedule”) identifying the amount and due dates of scheduled principal payments, the Interest Payable Date(s) and related payment amount information, and such other information with respect to the related Loan and Financing Documents as the Custodian reasonably may require in order to perform its services hereunder (collectively, “Loan Information”), in such form and format as the Custodian reasonably may require; (c) take, or cause the investment manager or investment adviser to take, all actions necessary to acquire good title to such Loan (or the participation in such Loan, as the case may be), as and to the extent intended to be acquired; and (d) cause the Custodian to be named as its nominee for payment purposes under the Financing Documents or otherwise provide for the direct payment of the Loan Payments to the Custodian. The Custodian shall be entitled to rely upon the Loan Information provided to it by the Client (or its duly-authorized investment manager or investment adviser) without any obligation on the part of the Custodian independently to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness thereof; and the Custodian shall have no liability for any delay or failure on the part of the Client in providing necessary Loan Information to the Custodian, or for any inaccuracy therein or incompleteness thereof. With respect to each such Loan, the Custodian shall be entitled to rely on any information and notices it may receive from time to time from the related bank agent, Obligor or similar party with respect to the related Loan, and shall be entitled to update its records on the basis of such information or notices received, without any obligation on its part independently to verify, investigate or recalculate such information.

 

(E) Instructions; Authority to Act. For purposes of this Section 22, the certificate of the Secretary or an Assistant Secretary of the Client’s Board, identifying certain individuals to be officers of the Client or employees of the Client’s investment manager or investment adviser authorized to sign any such instructions, may be received and accepted as conclusive evidence of the incumbency and authority of such to act and may be considered by the Custodian to be in full force and effect until it receives written notice to the contrary from the Secretary or Assistant Secretary of the Client’s Board. Notwithstanding any other provision of this Agreement, the Custodian shall have no responsibility to ensure that any investment by the Client with respect to Loans has been authorized.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 16
 

 

 

(F) Attachment. In case any portion of the Loans or the Financing Documents shall be attached or levied upon pursuant to an order of court, or the delivery or disbursement thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decrees shall be made or entered by any court affecting the property of the Client or any act of the Custodian relating thereto, the Custodian is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued, without the necessity of inquire whether such court had jurisdiction, and, in case the Custodian obeys or complied with any such order, judgment or decree, it shall not be liable to anyone by reason of such compliance.

 

22. GOVERNING LAW AND JURISDICTION

 

(A) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the of the State of New York .

 

(B) Jurisdiction. The Federal courts of the Southern District of New York shall have non-exclusive jurisdiction to hear any disputes arising out of or in connection with this Agreement, and the Client and the Custodian each irrevocably submit to the jurisdiction of such courts.

 

(C) Venue. Each party hereto waives any objection it may have at any time, to the laying of venue of any actions or proceedings brought in any court specified in Section 21(B) hereof, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party.

 

(D) Sovereign Immunity. The Client and the Custodian each irrevocably waives, with respect to itself and its revenues and assets, all immunity on the grounds of sovereignty or similar grounds in respect of its obligations under this Agreement.

 

23. MISCELLANEOUS

 

(A) Entire Agreement; Amendments. This Agreement consists exclusively of this document together with the schedules. The Custodian may notify the Client of terms which are applicable to the provision of services in the location of a particular office and such terms shall be contained in a schedule and shall supplement this Agreement in relation to that office. In case of inconsistency with the rest of this Agreement, such terms shall prevail in relation to that office.

 

Except as specified in this Agreement, this Agreement may only be modified by written agreement of the Client and the Custodian.

 

(B) Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any applicable law, the remaining provisions shall remain in full force and effect (as shall that provision under any other law).

 

(C) Waiver of Rights. No failure or delay of the Client or the Custodian in exercising any right or remedy under this Agreement shall constitute a waiver of that right. Any waiver of any right will be limited to the specific instance. The exclusion or omission of any provision or term from this Agreement shall not be deemed to be a waiver of any right or remedy the Client or the Custodian may have under applicable law.

 

(D) Recordings. The Client and the Custodian consent to telephonic or electronic recordings for security and quality of service purposes and agree that either may produce telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with this Agreement.

 

(E) Further Information. The Client agrees to execute further documents and provide materials and information as may be reasonably requested by the Custodian to enable it to perform its duties and obligations under this Agreement.

 

(F) Assignment. No party may assign or transfer any of its rights or obligations under this Agreement without the other’s prior written consent, which consent will not be unreasonably withheld or delayed.

 

(G) Headings. Titles to Sections of this Agreement are included for convenience of reference only and shall be disregarded in construing the language contained in this Agreement.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 17
 

 

 

(H) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

 

(I) Limitation of Liability. The use of a single form of agreement referring to multiple Clients listed on Schedule A is for ease of administrative purposes only. The Custodian and each Client, severally and jointly, shall be deemed for all purposes to have entered into and executed a separate Agreement. The assets and liabilities of each Client listed on Schedule A are separate and distinct and the Custodian hereby expressly agrees that the obligations pursuant to this Agreement of a particular Client shall be limited solely to the assets of that Client, no other Client will be liable or responsible to Custodian for such obligations and the Custodian shall not seek satisfaction of any such obligation from the assets of any other Client or the shareholders of any other Client or the Trustees, officers, employees or agents of the others Clients, or any of them.

 

(J) Massachusetts Business Trust . A copy of the Agreement and Declaration of Trust of each Client that is a Massachusetts business trust is on file with the Secretary of State of The Commonwealth of Massachusetts. The parties hereto acknowledge and agree that: (i) recourse with respect to this Agreement and instruments referenced and contemplated hereby is limited to the assets and property of each respective Client; and (ii) the obligations of, or arising under, this Agreement are not binding upon any of the trustees, officers or shareholders of each Client individually, but are binding only upon the assets and property of each respective Client

 

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.

 

CITIBANK, N.A.   SEVERALLY AND NOT JOINTLY ON BEHALF OF EACH OF THE REGISTERED INVESTMENT COMPANIES LISTED ON SCHEDULE A HERETO,
     
By: /s/ Robert P. Wallace   By: /s/ Charles A. Rizzo
         
Name: Robert P. Wallace   Name: Charles A. Rizzo
         
Title: Vice President   Title: Chief Financial Officer

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 18
 

 

 

Schedule A

 

To the Master Global Custodial Services Agreement dated as of March 3 rd , 2014.

 

JOHN HANCOCK BOND TRUST

JHF Global Conservative Absolute Return

 

JOHN HANCOCK FUNDS II

JHF II Asia Total Return

JHF II Emerging Markets Debt Fund

JHF II Emerging Markets Value

JHF II Global Equity

JHF II Global High Yield

JHF II Global Real Estate

JHF II International Growth Equity

JHF II International Small Cap

JHF II International Small Company

JHF II International Value

JHF II International Growth Stock

JHF II China Emerging Leaders

JHF II Global Absolute Return Strategy

JHF II Fundamental Global Franchise

JHF II Int’l Growth Opportunities

 

JOHN HANCOCK FUNDS III

JHF III Global Shareholder Yield

JHF III International Allocation

JHF III International Core

JHF III International Growth

JHF III International Value Equity

 

JOHN HANCOCK INVESTMENT TRUST

JHF Global Opportunities

 

JOHN HANCOCK INVESTMENT TRUST III

JHF Greater China Opportunities

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

JHVIT Emerging Markets Value JHVIT Global

JHVIT International Core

JHVIT International Equity Index B

JHVIT International Small Company

JHVIT International Value

JHVIT International Growth Stock

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 19
 

 

 

Schedule B

 

Delivery of Securities; Payment of Fund Moneys

 

I.            Delivery of Domestic Securities

 

The Custodian shall release and deliver domestic Securities owned by a Fund held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Instructions on behalf of the applicable Fund, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

 

1) Upon sale of such Securities for the account of the Fund in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment;

 

2) Upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Fund;

 

3) In the case of a sale effected through a U.S. Securities System, in accordance the conditions of Rule 17f-4 under the Investment Company Act;

 

4) To the depository agent in connection with tender or other similar offers for Securities of the Fund;

 

5) To the issuer thereof or its agent when such Securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the Cash or other consideration is to be delivered to the Custodian;

 

6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 8(A); or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to the Custodian;

 

7) Upon the sale of such Securities for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such Securities prior to receiving payment for such Securities except as may arise from the Custodian’s own negligence or willful misconduct;

 

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the Securities of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement; provided that, in any such case, the new Securities and Cash, if any, are to be delivered to the Custodian;

 

9) In the case of warrants, rights or similar Securities, the surrender thereof in the exercise of such warrants, rights or similar Securities or the surrender of interim receipts or temporary Securities for definitive Securities; provided that, in any such case, the new Securities and Cash, if any, are to be delivered to the Custodian;

 

10) For delivery in connection with any loans of Securities made by the Fund (a) against receipt of collateral as agreed from time to time by the Fund on behalf of the Fund, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of Securities owned by the Fund prior to the receipt of such collateral or (b) to the lending agent, or the lending agent’s custodian, in accordance with written Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund;

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 20
 

 

 

11) For delivery as Security in connection with any borrowing by a Fund on behalf of a Fund requiring a pledge of assets by the Fund on behalf of such Fund;

 

12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act and a member of FINRA, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Fund;

 

13) For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Fund, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the CFTC and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Fund;

 

14) Upon the sale or other delivery of such investments (including, without limitation, to one or more Repo Custodians), and prior to receipt of payment therefor, as set forth in written Instructions, provided that such Instructions shall set forth (a) the Securities of the Fund to be delivered and (b) the person(s) to whom delivery of such Securities shall be made;

 

15) Upon receipt of instructions from the Fund’s Transfer Agent for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Fund, in satisfaction of requests by holders of Shares for repurchase or redemption;

 

16) In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2(F) hereof;

 

17) For delivery as initial or variation margin in connection with futures contracts, options on futures contracts or swap agreements entered into by the Fund on behalf of the Fund; and

 

18) For any other purpose, but only upon receipt of Instructions from the Fund on behalf of the applicable Fund specifying (a) the Securities of the Fund to be delivered and (b) the person or persons to whom delivery of such Securities shall be made.

 

II.            Payment of Fund Monies within the United States

 

The Custodian shall pay out monies of a Fund (i) only if (x) it has received Instructions on behalf of the applicable Fund to do so, which may be standing Instructions when deemed appropriate by the parties, or (y) if it is otherwise permitted do so as provided in Section 4 and (ii) only in the following cases:

 

1) Upon the purchase of domestic Securities, derivatives or other instruments for the account of the Fund but only (a) in accordance with customary or established market practices and procedures, including, without limitation, delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such Securities, derivatives or other instruments or evidence of title to such derivatives or other instruments to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment Company Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2(C)(iii) hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance the conditions of Rule 17f-4 under the Investment Company Act; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2(F) hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Fund and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the Securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such Securities or (ii) against delivery of the receipt evidencing purchase by the Fund of Securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such Securities from the Fund; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Instructions from the Fund as defined herein;

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 21
 

 

 

2) In connection with conversion, exchange or surrender of Securities owned by the Fund;

 

3) For the redemption or repurchase of shares issued as set forth in Section 22 hereof;

 

4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

 

5) For the payment of any dividends on shares declared pursuant to the Fund’s articles of incorporation or organization and by-laws or agreement or declaration of trust, as applicable, and currently effective prospectus and statement of additional information of the Fund;

 

6) For payment of the amount of dividends received in respect of Securities sold short;

 

7) Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Fund monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Instructions, provided that such Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made;

 

8) For payment as initial or variation margin in connection with futures contracts, options on futures contracts or swap agreements entered into by the Fund on behalf of the Fund; and

 

9) For any other purpose, but only upon receipt of Instructions from the Fund on behalf of the Fund specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

 

III.            Delivery of Foreign Securities .

 

The Custodian or a Foreign Sub-Custodian shall release and deliver foreign Securities of the Fund held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Instructions, which may be standing instructions when deemed appropriate by the parties, and only in the following cases:

 

(1) Upon the sale of such foreign Securities for the Fund in accordance with commercially reasonable market practice in the country where such foreign Securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

 

(2) In connection with any repurchase agreement related to foreign Securities;

 

(3) To the depository agent in connection with tender or other similar offers for foreign Securities of the Fund;

 

(4) To the issuer thereof or its agent when such foreign Securities are called, redeemed, retired or otherwise become payable;

 

(5) To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

 

(6) To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign Securities prior to receiving payment for such foreign Securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 22
 

 

 

(7) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the Securities of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement;

 

(8) In the case of warrants, rights or similar foreign Securities, the surrender thereof in the exercise of such warrants, rights or similar Securities or the surrender of interim receipts or temporary Securities for definitive Securities;

 

(9) For delivery as Security in connection with any borrowing by a Fund on behalf of a Fund requiring a pledge of assets by the Fund on behalf of such Fund;

 

(10) For delivery as initial or variation margin in connection with futures contracts, options on futures contracts or swap agreements entered into by the Fund on behalf of the Fund;

 

(11) Upon the sale or other delivery of such foreign Securities (including, without limitation, to one or more Repo Custodians) and prior to receipt of payment therefor, as set forth in written Instructions, provided that applicable Instructions shall set forth (A) the foreign Securities to be delivered and (B) the person or persons to whom delivery shall be made;

 

(12) In connection with the lending of foreign Securities; and

 

(13) For any other purpose, but only upon receipt of Instructions specifying (A) the foreign Securities to be delivered and (B) the person or persons to whom delivery of such Securities shall be made.

 

IV.            Payment of Fund Monies outside the United States

 

Upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Fund in the following cases only:

 

(1) Upon the purchase of foreign Securities for the Fund, unless otherwise directed by Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign Securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

 

(2) In connection with the conversion, exchange or surrender of foreign Securities of the Fund;

 

(3) For the payment of any expense or liability of the Fund, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

 

(4) For the purchase or sale of foreign exchange or foreign exchange contracts for the Fund, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

 

(5) For delivery as initial or variation margin in connection with futures contracts, options on futures contracts or swap agreements entered into by the Fund on behalf of the Fund;

 

(6) Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Fund monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Instructions, provided that applicable Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made;

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 23
 

 

 

(7) For payment of part or all of the dividends received in respect of Securities sold short;

 

(8) In connection with the borrowing or lending of foreign Securities; and

 

(9) For any other purpose, but only upon receipt of Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made.

 

1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg JOHN HANCOCK FUNDS, FEBRUARY 28, 2014) 24

 

 

Exhibit (h)(5) 

 

SERVICES AGREEMENT

 

CITI FUND SERVICES OHIO, INC.

 

and

 

SEVERALLY AND NOT JOINTLY EACH OF THE ENTITIES

LISTED ON SCHEDULE 4 HERETO

 

 
 

 

TABLE OF CONTENTS

 

1. DEFINITIONS 1
     
2. SERVICES AND RELATED TERMS AND CONDITIONS 1
     
3. INSTRUCTIONS 3
     
4. COMPLIANCE WITH LAWS; ADVICE 3
     
5. COMMUNICATIONS; RECORDS AND ACCESS; CONFIDENTIALITY; PUBLICITY 4
     
6. SCOPE OF RESPONSIBILITY 6
     
7. INDEMNITY 6
     
8. FEES AND EXPENSES 7
     
9. REPRESENTATIONS 7
     
10. TERM AND TERMINATION 8
     
11. GOVERNING LAW AND ARBITRATION 10
     
12. MISCELLANEOUS 10

 

 

 

Schedule 1 Definitions
   
Schedule 2 Services
   
Schedule 3 Dependencies
   
Schedule 4 List of Funds
   
Schedule 5 NAV Error Correction Procedures

 

 
 

 

THIS SERVICES AGREEMENT is made on March 3, 2014, by and between each management investment company listed on Schedule 4 of this Agreement as amended from time to time (each, a RIC and all such investment companies collectively, the Client ”), on behalf of itself, if it has no separate series listed on Schedule 4, or if it has one or more separate series listed on Schedule 4, on behalf of each such series, severally and not jointly (each, a Fund ”), and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the Service Provider and, with the Client, the Parties ”). For the avoidance of doubt, this Agreement shall be treated as if each entity set forth on Schedule 4 had executed a separate agreement with the Service Provider, and there shall be no cross-liability or cross-collateralization between such entities.

 

1. DEFINITIONS

 

Schedu1e 1 contains capitalized terms that have the meanings set forth therein. Other capitalized terms used but not defined in Schedule 1 will have the meanings set forth herein.

 

2. SERVICES AND RELATED TERMS AND CONDITIONS

 

(A) Services . The Services are described in Schedule 2 (the Services Schedule ”). The Service Provider will perform the Services in accordance with and subject to the terms of this Agreement starting on the Effective Date and ending on the final day of the Term. The Services will be provided only on Business Days, and any functions or duties normally scheduled to be performed on any day that is not a Business Day will be performed on, and as of, the next Business Day. Unless otherwise agreed to in writing between the Parties, all Core Services ” shall be provided at locations and facilities controlled and operated by Service Provider and its affiliates located within the United States. For purposes of the foregoing, “Core Services” shall consist of final review of data in connection with NAV calculations and maintenance of books and records related to NAV calculations; Services or related activities that are not Core Services (“ Ancillary Services ”) shall include (i) monitoring data feeds from the Funds’ Custodians and other third parties, (ii) reconciliation, (iii) processing corporate actions, and (iv) the receipt, maintenance and application of securities prices from pricing vendors. The Client shall not unreasonably withhold, condition or delay any request by the Service Provider to transfer Core Services outside of the United States, provided , however , that the Client shall be given a reasonable opportunity to inquire about the details of any such specific arrangement and to conduct reasonable due diligence. If the Service Provider proposes to transfer Ancillary Services outside the United States, it shall provide written notice of the details of any such arrangement and provide such further information related thereto as Client may reasonably request.

 

(B) Service Changes. The Service Provider will be obliged to perform only those Services set forth in the Services Schedule. The Service Provider will not be obliged to change the Services or accede to an amendment by Client of the NAV Error Correction Procedures, which amendment has a materially negative impact to the Service Provider with respect to costs required to effect the requested change or the risks borne by the Service Provider, unless it has agreed to do so in writing. The Service Provider will reasonably accommodate requests to change the Services or the NAV Error Correction Procedures that the Service Provider determines in good faith to be non-material taking into account the effort and costs required to effect the requested change and the risks borne by the Service Provider with respect to such change or amendment; the Client recognizes that isolated requests for changes or adjustments, when combined with other such requests, may in the aggregate have a material effect. Any change to the Services or the NAV Error Correction Procedures agreed by the Service Provider (a “ Service Change ”) will be set forth in an amendment to the Services Schedule or the NAV Error Correction Procedures (as applicable) signed by both Parties; each such amendment will specify (i) the timeline and dependencies, and the parties’ respective obligations, for implementing the Service Change (if applicable) and (ii) any implementation or additional ongoing fees and expenses that may be required to effect such Service Change. The foregoing process is the “ Change Control Process .”

 

Page 1
 

 

(C) Provision of Information; Cooperation . In order to permit the Service Provider to provide the Services, the Client agrees to provide, and to cause each other agent or current or immediately preceding service provider to the Client to provide, to the Service Provider the information (and in such reasonable medium) that the Service Provider may reasonably request in connection with the Services and this Agreement, including, without limitation, any Organic Documents, Offering Documents and Policies and Procedures of the Client and any amendments thereto. Client requests to make a material change to the Services necessitated by a change to the Client’s Organic Documents, Offering Documents or such Policies and Procedures or a change in applicable Law will be effective only upon execution by the parties of an amendment to the Services Schedule, as contemplated by the Change Control Process.

 

(D) Dependencies . Without prejudice to Section 6(B), the Service Provider will not be liable to the Client or any other Person for any failure to provide any Service in the following circumstances: (i) if any Dependency set forth in Schedule 3 is not met through no fault of the Service Provider; (ii) if the failure is at the written request or with the written consent of an Authorized Person; (iii) if any Law to which the Service Provider is subject prohibits or limits the performance of the Services; and/or (iv) if the failure results from a Force Majeure Event.

 

Notwithstanding the foregoing, the Service Provider will nevertheless use reasonable efforts to provide the Services while any of the circumstances specified in this Section 2(D) subsist, provided that the Client will reimburse the Service Provider for any extraordinary costs (relative to the costs that it would have incurred in the ordinary course of providing the Services, assuming such failure or inability had not so occurred) to the extent that they have been reasonably incurred and are agreed to be so reimbursed in advance between the Parties. For purposes hereof, Force Majeure Event means any event due to any cause beyond the reasonable control of the Service Provider or, as applicable, any Administrative Support Provider, such as unavailability of third party communications systems or pricing information, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government, or suspension or disruption of any relevant stock exchange or securities clearance system or market. The Service Provider will use reasonable efforts to minimize the adverse effects to the Client of any Force Majeure Event.

 

(E) Information and Data Sources; Liability for Third Parties . For purposes of this Agreement:

 

(i) as between the Client and the Service Provider, the Client is responsible for the accuracy and completeness of (A) the information contained in the Organic Documents, Offering Documents and any Policies and Procedures submitted to the Service Provider pursuant to Section 2(C) above and (B) any data submitted to the Service Provider for processing by the Client or its employees, agents and subcontractors (other than the Service Provider), general and limited partners (if any) and predecessor service providers, including information and data submitted by (1) any investment adviser providing services or acting for the benefit of the Client (“ Investment Advisers ”) or (2) any intermediaries or distributors, or their agents, acting for the benefit of the Client or its Customers (“ Intermediaries ”).

 

(ii) Subject to Sections 2(D) and 6, the Service Provider is responsible for the accuracy and completeness of any data prepared and/or produced by the Service Provider or its employees, agents or subcontractors;

 

(iii) the Service Provider will not be responsible for the errors or failures to act of, or the inaccuracy of any data supplied by, (A) securities pricing services, (B) clearance or settlement systems, (C) custodians that hold the assets of the Client or its Customers (each a Custodian ”); provided that this limitation of liability shall not limit the liability of any such Custodians, (D) any Persons specified in Section (E)(i) above and (E) any Persons not affiliated with the Service Provider who possess information about Client or its Customers reasonably necessary for the Service Provider to provide the Services and with whom the Service Provider is required to engage or contract in order to receive such information, including, without limitation, agents of Investment Advisers, Intermediaries, or Custodians; and

 

(iv) the Service Provider is permitted to appoint agents and subcontractors to perform any of the duties of the Service Provider under this Agreement (“ Administrative Support Providers ”). The Service Provider will use reasonable care in the selection and continued appointment of Administrative Support Providers and shall remain primarily liable for the acts and omissions of such Administrative Support Providers.

 

Page 2
 

 

(F) Other Services and Activities . The Client acknowledges that Service Provider and its affiliates may provide services, including administration, advisory, banking and lending, broker dealer and other financial services, to other Persons. Because the Service Provider may be prohibited under applicable Law or contractually from disclosing to the Client any fact or thing that may come to the knowledge of the Service Provider or such affiliates in the course of providing such services, neither the Service Provider nor such affiliates will be required or expected under this Agreement to do so. Subject to compliance with its confidentiality obligations hereunder, the Service Provider may acquire, hold or deal with, for its own account or for the account of other Persons, any shares or securities in which the Client is authorized to invest (for itself or its Customers), and the Service Provider will not be required to account to the Client for any profit arising therefrom.

 

3. INSTRUCTIONS

 

(A) Medium of Transmission . Instructions may be transmitted manually or through any electronic medium, as agreed by the Parties or, absent such agreement, consistent with the standards and practices of professionals for hire providing services similar to the Services in the jurisdiction in which the Service Provider performs services under this Agreement.

 

(B) Security Procedures . The Client will comply with reasonable security procedures designed by the Service Provider to verify the origination of Instructions (the Security Procedures ”). The Service Provider’s sole obligation will be to comply with what is contained in the Security Procedures to establish the identity or authority of any Authorized Person to send any Instruction. The Service Provider is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client. The Service Provider may act on an Instruction if it reasonably believes it contains sufficient information.

 

(C) Requests for Instructions . The Service Provider may request Instructions from an Authorized Person and may refuse to act if such refusal is permitted by this Agreement or otherwise reasonable under the circumstances, including when the Service Provider reasonably doubts the contents, authorization, origination or compliance with any Security Procedures or applicable Law of an Instruction, and will promptly notify the Client of its decision.

 

(D) Reliance . The Service Provider may rely on the authority of each Authorized Person until the Service Provider has received notice acceptable to it of any change from the Client or any other Authorized Person and the Service Provider has had a reasonable time to act (after which time it may rely on the change). The Service Provider may assume that any Instruction does not conflict with any Law or the Organic Documents or Offering Documents applicable to the Client.

 

(E) Cut Off Times . The Service Provider is only obligated to act on Instructions received prior to applicable cut- off times on a Business Day. Such cut-off times shall be set forth in the Service Level Agreement agreed to by the parties. Instructions are to be given in the English language unless the Service Provider otherwise agrees in writing.

 

(F) Deemed Delivery Unless shown to have been received earlier, such notice, instruction or other instrument shall be deemed to have been delivered, in the case of personal delivery, at the time it is left at the premises of the party, in the case of a registered letter at the expiration of five (5) business days after posting and, in the case of fax or electronic means, immediately on dispatch; provided that, if any document is sent by fax or electronic means outside normal business hours, it shall be deemed to have been received at the next time after delivery when normal business hours commence. Evidence that the notice, instruction, or other instrument was properly addressed, stamped, and put into the post shall be conclusive evidence of posting. In proving the service of notice sent by fax or electronic means it shall be sufficient to prove that the fax or electronic communication was properly transmitted.

 

4. COMPLIANCE WITH LAWS; ADVICE

 

(A) Compliance . The Service Provider will comply in all material respects with all Laws that it is subject to. The Client will comply in all material respects with all Laws applicable to the subject matter of the Services and the Client’s receipt of the Services. Nothing in this Agreement will oblige either Party to take any action that will breach any Law applicable to such Party, or to omit to take an action if such omission will breach any such Law.

 

Page 3
 

 

(B) No Fiduciary etc . The Service Provider is not, under this Agreement, (i) acting as, and is not required to take any action that would require licensing or registration as, a fiduciary, an investment adviser, a certified public accountant, or a broker or dealer; or (ii) providing investment, legal or tax advice to the Client or any other Person or acting as the Fund’s independent accountants or auditors.

 

(C) Laws Applicable to the Client . Except as specifically set forth in the Services Schedule, the Service Provider assumes no responsibility for compliance by the Client with any Laws applicable to the Client; and, notwithstanding any other provision of this Agreement to the contrary, the Service Provider assumes no responsibility for compliance by the Client or the Service Provider with the Laws of any jurisdiction other than those governing this Agreement.

 

(D) Advice of Experts . About any matter related to the Services, the Service Provider may seek advice from counsel or independent accountants of its own choosing (who may provide such services to either Party). The Service Provider will not be liable if it relies on advice of reputable counsel or independent accountants, in each case, of national standing within the United States.

 

5. COMMUNICATIONS; RECORDS AND ACCESS; CONFIDENTIALITY; PUBLICITY

 

(A) Communications and Statements. Communications, notices and invoices from the Service Provider may be sent or made available by electronic form and not in hard copy. The Client will notify the Service Provider promptly in writing of anything incorrect in an invoice or periodic accounting or other report (a Report ”) and, in any case, within sixty (60) days from the date on which the Report is sent or made available to the Client; provided that failure to so object shall not be deemed to be acceptance of the accuracy of such Report.

 

(B) Recordkeeping . The Service Provider shall with respect to each Client create and maintain all records relating to the Services (“ Client Records ”) in such manner as will meet the obligations of each Client under Rules 31a-1 and 31a-2 under the 1940 Act. All Client Records shall be the property of the Client and shall at all times during the regular business hours of the Service Provider be open for reasonable inspection by duly authorized officers, employees or agents of such Client and employees and agents of the SEC or other regulators of the Client, and will seek to obtain such access from each agent or subcontractor of the Service Provider that maintains Client Records. Upon termination of this Agreement, the Service Provider may retain archival copies of Client Records.

 

(C) Confidentiality . The Service Provider will maintain reasonable controls consistent with, and shall treat, all Confidential Information related to the Client as confidential. The Client, on behalf of itself and on behalf of its employees, agents, subcontractors and Customers, authorizes the transfer or disclosure of any Confidential Information relating to the Client to and between the branches, subsidiaries, representative offices, affiliates and Administrative Support Providers of the Service Provider, wherever situated, for confidential use in connection with the provision of the Services (including for data processing, statistical and risk analysis purposes), and further acknowledges that any such branch, subsidiary, representative office, affiliate, agent or third party may transfer or disclose any such information (i) to the Client’s Investment Advisers and Custodians, (ii) upon authorization from Client, the applicable Customers and their accountants, Intermediaries and other service providers, (iii) to the Client’s tax authorities and applicable regulators incident to the delivery of any tax filing or reporting services provided under this Agreement, and (iv) as required by any Governmental Authority or pursuant to applicable Law.

  

Page 4
 

 

(D) Proprietary Information .

 

(i) The Client acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by the Service Provider and/or its affiliates or Administrative Support Provider constitute copyrighted, trade secret, or other proprietary information (collectively, Proprietary Information ”) of substantial value to the Service Provider or each such third party. The Client agrees to treat all Proprietary Information as proprietary to the Service Provider or such third parties and further agrees that it will not divulge any Proprietary Information or Confidential Information related to Citigroup Organization to any Person or organization or use such information for any purpose, except to receive the Services or as may be specifically permitted under this Agreement or as required under applicable Law. Subject to applicable Law, the Client will treat the terms of this Agreement, including any Fee Schedule, as Confidential Information.

 

(ii) Without limitation of the obligations of the Service Provider under Section 5(C), the Service Provider acknowledges that any Customer list and all information related to Customers furnished to or maintained by the Service Provider in connection with this Agreement (collectively, Customer Data ”), the unique investment methods utilized by a Client (“ Investment Methods ”) and the identities of the portfolio holdings at any time and from time to time of the Client (“ Portfolio Data ”) constitute proprietary information of substantial value to the Client. The Service Provider agrees to treat, and to require its employees and Administrative Support Providers to treat, all Customer Data, Investment Methods and Portfolio Data as proprietary to the Client and further agrees that it will not divulge any Customer Data, Investment Methods or Portfolio Data to any Person or organization without the Client’s written consent, except as may be specifically permitted under this Agreement.

 

(E) Use of Name . The Service Provider may, without the prior consent of Client, use the name of the Client only to sign any necessary letters or other documents for and on behalf of the Client incident to the delivery of the Services. The Service Provider may, only upon the written consent of Client, use the name of Client in client lists used for marketing purposes. Subject to the foregoing and Section 5(F) below, neither Party will publicly display the name, trade mark or service mark of the other in any circumstance without the prior written approval of the other, nor will the Client display that of the Service Provider or any subsidiary of the Service Provider without prior written approval from the Service Provider or the subsidiary concerned or as required under applicable Law.

 

(F) Communications to Customers . Without the written approval of the Service Provider, the Client will not use the name of the Service Provider or describe the Services or the terms or conditions of this Agreement in any communication or document intended for distribution to any Customer in connection with the offering or sale by the Client of securities, products or services (an Offering Document ”); nor will the Client amend any such references to the Service Provider or the terms or conditions of this Agreement in any Offering Document that has been previously approved by the Service Provider without the Service Provider’s written approval; provided that the Client may use such name or describe such Services or amend any such references to the extent it is required to do so by applicable Law; provided, further, however, that prior to any material amendment to a description of the Services contained in an Offering Document the Client shall endeavor to secure the Service Provider’s approval. The Service Provider will not unreasonably withhold condition or delay any of the foregoing requested approvals. If the Services include the distribution by the Service Provider of notices or statements to Customers, the Service Provider may, upon advance notice to the Client, include reasonable notices describing those terms of this Agreement relating to the Service Provider and its liability and the limitations thereon; if Customer notices are not sent by the Service Provider but rather by the Client or some other Person, the Client will reasonably cooperate with any request by Service Provider to include such notices.

 

(G) Privacy . Service Provider acknowledges that certain information made available to it hereunder may be deemed nonpublic personal information under the Gramm-Leach-Bliley Act, other U.S. or state privacy laws and the rules and regulations promulgated thereunder (collectively, the Privacy Laws ”). Service Provider agrees: (i) not to disclose or use such information except as required to carry out Service Provider's duties under this Agreement or as otherwise permitted by law in its ordinary course of business, (ii) to establish and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of such nonpublic personal information and (iii) to comply with such Privacy Laws.

 

Page 5
 

 

6. SCOPE OF RESPONSIBILITY.

 

(A) Standard of Care. The Service Provider will perform its obligations with reasonable care as determined in accordance with the standards and practices of professionals for hire providing services similar to the Services in the jurisdiction(s) in which the Service Provider performs services under this Agreement (the Standard of Care ”). The Service Provider will cause each Administrative Support Provider to perform with reasonable care as determined in accordance with such standards.

 

(B) Responsibility for Losses . Notwithstanding any other provision of this Agreement to the contrary (including Section 6(A)), (i) the Service Provider will not be liable to the Client for any damages or losses save for those resulting from the willful default, fraud or negligence of the Service Provider or any Administrative Support Provider, and (ii) the Service Provider’s liability will be subject to the limitations set forth below.

 

(C) Limitations on Liability.

 

(i) The Service Provider is responsible for the performance of only those duties as are expressly set forth herein and in the Services Schedule. The Service Provider will have no implied duties or obligations. Each Party shall mitigate damages for which the other Party may become responsible hereunder.

 

(ii) The Client understands and agrees that (i) the obligations and duties of the Service Provider will be performed only by the Service Provider or its delegates and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Service Provider) and (ii) the rights of the Client with respect to the Service Provider extend only to the Service Provider and, except as provided by applicable Law, do not extend to any other member of the Citigroup Organization.

 

(iii) Except as provided in this Agreement with regard to Administrative Support Providers, the Service Provider is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any Investment Advisers, Custodians, Intermediaries, or any other Person described in Section 2(E)(iii).

 

(iv) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER HEREBY DISCLAIMS ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. SERVICE PROVIDER DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.

 

(D) MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES.

 

EXCEPT FOR ANY LIQUIDATED DAMAGES AGREED BY THE PARTIES RELATED TO AN UNEXCUSED TERMINATION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL OR PUNITIVE DAMAGES, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS, REVENUE OR ANTICIPATED SAVINGS, IN RELATION TO THIS AGREEMENT, WHETHER OR NOT THE RELEVANT LOSS WAS FORESEEABLE, OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR THAT SUCH LOSS WAS IN CONTEMPLATION OF THE OTHER PARTY.

 

7. INDEMNITY .

 

(A) Indemnity by the Client . The Client will indemnify the Service Provider, its affiliates and its and their respective officers, directors, employees and representatives (each, an Indemnitee ”) for, and will defend and hold each Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the Service Provider or such person in any action or proceeding between the Service Provider and the Client or between the Service Provider and any third party arising from or in connection with the performance of this Agreement (each referred to as a Loss ”), imposed on, incurred by, or asserted against the Service Provider in connection with or arising out of the following:

 

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(i) this Agreement, except any Loss resulting from the willful default, fraud or negligence of the Service Provider or any Administrative Support Provider, in each case in connection with the Services; or

 

(ii) any alleged untrue statement of a material fact contained in any Offering Document of the Client or arising out of or based upon any alleged omission to state a material fact required to be stated in any Offering Document or necessary to make the statements in any Offering Document not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished in writing to the Client by the Service Provider specifically for use in the Offering Document.

 

(B) Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Client of such assertion, and will keep the Client advised with respect to all developments concerning such claim. The Client will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Client may be required to indemnify it except with the Client’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section 7(A) hereof, in the event the Indemnitee has not secured such consent the Client will have no obligation to indemnify the Indemnitee.

 

8. FEES AND EXPENSES

 

(A) Fee Schedule . The Client will pay all fees, expenses, charges and obligations incurred from time to time in relation to the Services in accordance with the terms of the Fee Schedule, together with any other amounts payable to the Service Provider under this Agreement. For the avoidance of doubt, the Service Provider will not be responsible for the fees or expenses of, and the Client will reimburse the Service Provider for any advances or payments made by the Service Provider for the benefit of the Client incident to the proper performance of the Services to, any Investment Manager, Custodian, Intermediary or any other Person listed or described in the Fee Schedule.

 

(B) Taxes . The Service Provider shall not be liable for any taxes, assessments or governmental charges that may be levied or assessed against the Client or any Customer due to the acts or omissions of such parties, excluding taxes, if any, assessed against the Service Provider related to its income or assets. The foregoing clause is subject to any more detailed provisions related to sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes related to the Services or this Agreement set forth in the Fee Schedule (if any).

 

9. REPRESENTATIONS

 

(A) General. The Client and the Service Provider each represents at the date this Agreement is entered into and any Service is used or provided that:

 

(i) It is duly organized and in good standing in every jurisdiction where it is required so to be;

 

(ii) It has the power and authority to sign and to perform its obligations under this Agreement;

 

(iii) This Agreement is duly authorized and signed and is its legal, valid and binding obligation, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties generally;

 

(iv) Any consent, authorization or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party;

 

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(v) Any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary); and

 

(vi) Its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement.

 

(B) Client . The Client also represents at the date this Agreement is entered into and any Service is used or provided that:

 

(i) Where it acts as an agent on behalf of any of its own Customers, whether or not expressly identified to the Service Provider from time to time, any such Customers will not be customers or indirect customers of the Service Provider;

 

(ii) It has not relied on any oral or written representation made by the Service Provider or any person on its behalf other than those contained in this Agreement;

 

(iii) Client’s decision to retain the Service Provider is not conditioned on or influenced by the amount of assets that any affiliate of the Service Provider or any customers of the Service Provider or such affiliates may from time to time invest in or through the Client; and

 

(iv) This Agreement has been presented to, reviewed and approved by the Board of Directors or Trustees of the Funds (collectively, the Board ”).

 

(C) Service Provider . The Service Provider also represents at the date this Agreement is entered into and any Service is used or provided:

 

(i) it has commercially reasonable data security and business continuity controls and plans; and

 

(ii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.

 

10. TERM AND TERMINATION

 

(A) Term . This Agreement will begin on the Effective Date and have an initial term of three (3) years from the Effective Date (the “ Initial Term ”). Thereafter, this Agreement shall remain in effect unless otherwise terminated pursuant to Section 10(B).

 

(B) Termination. Subject to Section 10(C):

 

(i) Either Party may terminate this Agreement with or without cause, by provision of a written notice of termination provided at least 90 days prior to the effective date of such termination.

 

(ii) Either Party may terminate this Agreement with cause on at least thirty (30) days’ written notice to the other Party if the other party has materially breached any of its obligations hereunder or there are persistent and material service failures; provided, however, that (i) the termination notice will describe the breach; (ii) no such termination will be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching Party has reasonably cured such breach; and (iii) subject to applicable Law, no such thirty (30) day notice period shall be required in the event the other Party is insolvent or has submitted a voluntary petition for administration.

 

(iii) This Agreement may be further terminated by either party immediately in the event of:

 

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(a) the winding up or dissolution of the other party, the other party becoming insolvent or admitting in writing its inability to pay its debts as they become due, the other party making a general assignment, arrangement or composition with or for the benefit of its creditors, the other party instituting or having instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under bankruptcy or insolvency law or other similar law affecting creditors’ rights or a petition/resolution for its winding up or dissolution, the other party has a secured party take possession of all or substantially all of its assets, the appointment of an examiner, conservator, receiver or liquidator to the other party or on the happening of a like event whether at the direction of an appropriate regulatory agency or court of competent jurisdiction or otherwise; or

 

(b) the other party no longer being permitted or able to perform its obligations under this Agreement pursuant to applicable law or regulation.

 

For the avoidance of doubt, subject to Section 10(C) the Client, on behalf of one or more Funds, may terminate this Agreement in accordance with the foregoing provisions without terminating this Agreement for all Funds and such termination shall in no way affect the parties’ rights and obligations under this Agreement as it applies to such other Funds.

 

(C) Termination-related Obligations. Related to termination of this Agreement:

 

(i) If Client has terminated this Agreement without cause pursuant to Section 10(B)(i) during the Initial Term, Client will make a one-time cash payment to Service Provider, as liquidated damages for such default, in an amount equal to the following: if such termination is effective prior to the first anniversary of the Effective Date, three million dollars ($3,000,000); if such termination is effective between the first anniversary and the second anniversary of the Effective Date, two million dollars ($2,000,000); and if such termination is effective between the second anniversary and the third anniversary of the Effective Date, one million dollars ($1,000,000) (the Early Termination Payment ”). If (i) Client terminates the Master Global Custodial Services Agreement between the Client, Citibank, N.A. and the other parties thereto of even date herewith (as amended from time to time, the Custody Agreement ”) during the Initial Term of this Agreement and (ii) such termination is not due to (x) the appointment of a conservator or receiver with respect to the Citibank, N.A. by a regulatory authority or upon the occurrence of a similar event at the direction of a regulatory authority or a court of competent jurisdiction, (y) a material breach by Citibank, N.A. any of its obligations thereunder that is not cured within 30 days , or (z) persistent and material service failures by Citibank, N.A., then the Parties will, within thirty (30) days of the termination notice related to the Custody Agreement from the Client, meet to discuss in good faith an adjustment to the Fee Schedule for this Agreement. If the Parties cannot agree on the adjustment within thirty (30) days of such meeting, then the Service Provider may, by notice delivered within thirty (30) days of the effective date of the termination of the Custody Agreement, deem the termination of the Custody Agreement a termination by Client of this Agreement without cause (effective ninety (90) days from the date the Service Provider delivers such notice), in which case Client will be obliged to pay the Service Provider an amount equal to fifty percent (50%) of the then-current Early Termination Payment.

 

After the Initial Term, there shall be no Early Termination Payment.

 

If in connection with the sale of one or more of the businesses associated with the broader John Hancock fund complex, a Fund is liquidated, dissolved, merged into an unaffiliated third party, acquired by an unaffiliated third party, or involved in any other transaction with an unaffiliated third-party that materially reduces the assets and/or accounts serviced by Service Provider pursuant to this Agreement, the Early Termination Payment will apply, and will be adjusted ratably if any of the events described above applies to less than all of the Funds then-serviced under this Agreement. For the elimination of doubt, the parties agree and understand that the Funds comprise only a part of the larger John Hancock fund complex and in the ordinary course of business may be liquidated or merged into other affiliated funds that are not clients of Service Provider, and that foregoing sentence is not intended to apply to such transaction and no Early Termination Payment will apply to such circumstances. In the event that a Fund is, in part or in whole, liquidated, dissolved, merged into a third party, acquired by a third party, or involved in any other transaction that materially reduces the assets and/or accounts serviced by Service Provider pursuant to this Agreement, the Early Termination Payment will apply, and will be adjusted ratably if any of the events described above applies to less than all of the Funds then-serviced under this Agreement. Any Early Termination Payment payable to Service Provider will be payable on or before the date of the event that triggers the payment obligation (or on date of termination of this Agreement, whichever is later). Inasmuch as a default by Client will cause substantial damages to Service Provider and because of the difficulty of estimating the damages that will result, the Parties agree that the Early Termination Payment is a reasonable forecast of probable actual loss to Service Provider and that this sum is agreed to as liquidated damages and not as a penalty.

 

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(ii) Upon termination, the Service Provider will, at the expense and direction of the Client, transfer to the Client or any successor service provider(s) to the Client copies of all Client Records. If by the termination date the Client has not given Instructions to deliver the Client Records, the Service Provider will keep the Client Records for up to twelve calendar months until the Client provides Instructions to deliver the Client Records, provided that the Service Provider will be entitled to receive from the Client then-standard fees for maintaining the Client Records, including costs associated with administration of the records. Service Provider shall be entitled to destroy the Client Records if: (a) Client has not given Instructions to deliver the Client Records at the end of twelve calendar months after termination or (b) if Client has not paid fees for maintaining such Client Records within thirty days of notice of such unpaid fees. The Service Provider will provide no other services to or for the benefit of the Client or any successor service provider in connection with the termination or expiration of this Agreement unless specifically agreed in writing by the Service Provider or as set forth in the Services Schedule.

 

(D) Surviving Terms. The rights and obligations contained in Sections 2(D), 2(E), 5(A), 5(C)-(F), 6-8, and 10- 12 of this Agreement will survive the termination of this Agreement.

 

11. GOVERNING LAW

 

(A) Governing Law. This Agreement will be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of New York.

 

(B) Jurisdiction. The Federal courts of the Southern District of New York shall have non-exclusive jurisdiction to hear any disputes arising out of or in connection with this Agreement, and the Client and the Service Provider each irrevocably submit to the jurisdiction of such courts.

 

(C) Venue. Each party hereto waives any objection it may have at any time, to the laying of venue of any actions or proceedings brought in any court specified in Section 11(B) hereof, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party.

 

(D) Sovereign Immunity. The Client and the Service Provider each irrevocably waives, with respect to itself and its revenues and assets, all immunity on the grounds of sovereignty or similar grounds in respect of its obligations under this Agreement.

 

12. MISCELLANEOUS

 

(A) Entire Agreement; Amendments. This Agreement consists exclusively of this document together with any schedules and supersedes any prior agreement related to the subject matter hereof, whether oral or written. In case of inconsistency between the terms of this Agreement and the terms of any Schedule, appendix of exhibit hereto, the terms of this Agreement will prevail, provided that in the case of an inconsistency between this Agreement and the Service Schedule, the terms of the Service Schedule will prevail. Except as specified in this Agreement, this Agreement (including any schedule hereto) may only be modified by written agreement of the Client and the Service Provider.

 

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(B) Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any applicable law, the remaining provisions will remain in full force and effect (as will that provision under any other law).

 

(C) Waiver of Rights. No failure or delay of the Client or the Service Provider in exercising any right or remedy under this Agreement will constitute a waiver of that right. Any waiver of any right will be limited to the specific instance. The exclusion or omission of any provision or term from this Agreement will not be deemed to be a waiver of any right or remedy the Client or the Service Provider may have under applicable law.

 

(D) Recordings. The Client and the Service Provider consent to telephonic or electronic recordings for security and quality of service purposes and agree that either may produce telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with this Agreement.

 

(E) Assignment. No party may assign any of its rights or obligations under this Agreement without the other’s prior written consent, which consent will not be unreasonably withheld or delayed; provided that the Service Provider may make such assignment to a branch, subsidiary or affiliate.

 

(F) Headings . Titles to Sections of this Agreement are included for convenience of reference only and will be disregarded in construing the language contained in this Agreement.

 

(G) Counterparts . This Agreement may be executed in several counterparts, each of which will be an original, but all of which together will constitute one and the same agreement.

 

(H) Third Party Beneficiaries or Joint Venture . There are no third party beneficiaries to this Agreement. This Agreement does not create a joint venture or partnership between the Parties.

 

(I) Certain Communications . The Client hereby acknowledges that it has requested the delivery of Reports, Client Records and other information processed and/or maintained by the Service Provider hereunder in an unencrypted manner and accepts the risk that such delivery means may expose such information to disclosure through media and hardware that are not within the control of the Service Provider during the delivery process.

 

(J) Limitation of Liability. The use of a single form of agreement referring to multiple Funds listed on Schedule 4 is for ease of administrative purposes only. The Service Provider, the Client and each Fund, severally and jointly, shall be deemed for all purposes to have entered into and executed a separate Agreement. The assets and liabilities of each Fund listed on Schedule 4 are separate and distinct and the Service Provider hereby expressly agrees that the obligations pursuant to this Agreement of a particular Fund of the Client with respect to that Fund shall be limited solely to the assets of that Fund, no other Fund will be liable or responsible to Service Provider for such obligations and the Service Provider shall not seek satisfaction of any such obligation from the assets of any other Fund or the shareholders of any other Fund or the Trustees, officers, employees or agents of the Client, or any of them.

 

(K) Massachusetts Business Trust . A copy of the Agreement and Declaration of Trust of each Fund that is a Massachusetts business trust is on file with the Secretary of State of The Commonwealth of Massachusetts. The parties hereto acknowledge and agree that: (i) recourse with respect to this Agreement and instruments referenced and contemplated hereby is limited to the assets and property of each respective Fund; and (ii) the obligations of, or arising under, this Agreement are not binding upon any of the trustees, officers or shareholders of each Fund individually, but are binding only upon the assets and property of each respective Fund.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.

 

CITI FUND SERVICES OHIO, INC.   ON BEHALF OF EACH CLIENT LISTED IN
    SCHEDULE 4, SEVERALLY, AS INDIVIDUAL
AND SEPARATE CLIENTS, AND NOT JOINTLY
         
By: /s/ Robert P. Wallace   By:   /s/ Charles A. Rizzo
         
Name: Robert P. Wallace   Name:    Charles A. Rizzo
         
Title:   Vice President   Title: Chief Financial Officer

 

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Schedule 1 to Services Agreement

 

Definitions

 

1940 Act means the Investment Company Act of 1940, as amended.

 

Administrative Support Provider has the meaning set forth in Section 2(E)(iv) of the Agreement.

 

affiliate means, with respect to any Person, any other Person that is controlled by, controls, or is under common control with such Person; for purposes hereof, “control” of a Person means (i) ownership of, or possession of the right to vote, more than 25% of the outstanding voting equity of that person or (ii) the right to control the appointment of the board of directors, management or executive officers of that person. Notwithstanding the foregoing, the U.S. Government shall not be deemed to be an affiliate of Service Provider.

 

Ancillary Services has the meaning set forth in Section 2(A) of the Agreement. Business Day means any day on which the NYSE is open for business.

Agreement means the Service Agreement to which this Schedule 1 is attached and any appendices and schedules attached hereto, in each case as they may be amended from time to time.

 

Authorized Person means the Client or any Person authorized by the Client to act on its behalf in the performance of any act, discretion or duty under the Agreement (including, for the avoidance of doubt, any officer or employee of such Person) in a notice reasonably acceptable to the Service Provider.

 

Change Control Process has the meaning set forth in Section 2(B) of the Agreement.

 

Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization.

 

Client Records has the meaning set forth in Section 5(B) of the Agreement.

 

Client has the meaning set forth in the preamble to this Agreement and includes successors-in-interest; unless the context will require otherwise.

 

Confidential Information includes all tangible and intangible information and materials being disclosed in connection with this Agreement by one of the Parties (“ Disclosing Party ”) to the other Party (“ Receiving Party ”), in any form or medium (and without regard to whether the information is owned by a Party or by a third party), that satisfy at least one of the following criteria:

 

(i)            information related to the Disclosing Party’s, its affiliates’ or its third party licensors’ or vendors’ trade secrets, customers, business plans, strategies, forecasts or forecast assumptions, operations, methods of doing business, records, finances, assets, Proprietary Information, technology, software, systems data or other proprietary or confidential business or technical information;

 

(ii)           information designated as confidential in writing by the Disclosing Party or information that the Receiving Party should reasonably know to be information that is of a confidential or proprietary nature; or

 

(iii)         any information derived from, or developed by reference to or use of, any information described in the preceding clauses (i) and (ii).

 

provided , however , that, notwithstanding the foregoing, the following will not be considered Confidential Information: (A) information that is disclosed to the Receiving Party without any obligation of confidentiality by a third person who has a right to make such disclosure; (B) information that is or becomes publicly known without violation of this Agreement by the Receiving Party; or (C) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information.

 

Core Services has the meaning set forth in Section 2(A) of the Agreement.

 

Custodian has the meaning set forth in Section 2(E)(iii) of the Agreement.

 

Customer Data has the meaning set forth in Section 5(D)(ii) of the Agreement.

 

 
 

 

“Customer” means any Person to whom the Client sells, directly or indirectly, securities, products or services the sale or servicing of which are supported by the Services provided under the Agreement.

 

Dependencies has the meaning set forth in Schedule 3 to the Agreement.

 

Early Termination Payment has the meaning set forth in Section 10(C) of the Agreement.

 

Effective Date means the date first set forth on page 1 of the Agreement.

 

Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7 under the 1940 Act.

 

Fee Schedule means the separate letter agreement agreed by the parties related to the fees payable by the Client with respect to this Agreement, as amended from time to time by written agreement of the parties..

 

Force Majeure Event has the meaning set forth in Section 2(D) of the Agreement.

 

Governmental Authority means any regulatory agency, court, other governmental body or self-regulatory agency with jurisdiction over a Party.

 

Indemnitee has the meaning set forth in Section 7(A) of the Agreement Initial Term has the meaning set forth in Section 10(A) of the Agreement.

 

Instructions means any and all instructions (including approvals, consents and notices) received by the Service Provider from, or reasonably believed by the Service Provider to be from, any Authorized Person, including any instructions communicated through any manual or electronic medium or system agreed between the Client and the Service Provider.

 

Intermediary has the meaning set forth in Section 2(E)(i) of the Agreement. Investment Adviser has the meaning set forth in Section 2(E)(i) of the Agreement. Investment Methods has the meaning set forth in Section 5(D)(ii) of the Agreement.

 

Laws means any statutes, rules and regulations of any governmental authority and applicable judicial or regulatory interpretations thereof.

 

Loss has the meaning set forth in Section 7 of the Agreement. NAV means the net asset value of a Fund.

NAV Error Correction Procedures means Schedule 5 to the Agreement. Offering Document has the meaning set forth in Section 5(F) of the Agreement.

 

Organic Documents means, for any incorporated or unincorporated entity, the documents pursuant to which the entity was formed as a legal entity, as such documents may be amended from time to time.

 

Parties means the Client and the Service Provider.

 

Person means any natural person or incorporated or unincorporated entity.

 

Policies and Procedures means the written policies and procedures of the Client in any way related to the Services, including any such policies and procedures contained in the Organic Documents and the Offering Documents.

 

Portfolio(s) means each series of each Fund set forth on Schedule 4 and all other series subsequently added to this Agreement in accordance with Section 12.

 

Portfolio Data has the meaning set forth in Section 5(D)(ii) of the Agreement.

 

Proprietary Information has the meaning set forth in Section 5(D)(i) of the Agreement. Report has the meaning set forth in Section 5(A) of the Agreement.

 

Rollover Periods has the meaning set forth in Section 10(A) of the Agreement.

 

Security Procedures has the meaning set forth in Section 3(B) of the Agreement.

 

Service Change has the meaning set forth in Section 2(B) of the Agreement.

 

Schedule to Services Agreement
Page 2
 

 

Service Provider has the meaning set forth in the preamble to this Agreement and includes successors-in-interest.

 

Services Schedule means Schedule 2 to the Agreement.

 

Services means the services set forth in Schedule 2 to the Agreement.

 

Standard of Care has the meaning set forth in Section 6(A) of the Agreement.

 

Term means the period between the Effective Date and the date this Agreement is terminated.

 

Schedule to Services Agreement
Page 3
 

 

Schedule 2 to Services Agreement

Fund Accounting Services

 

Service Provider shall provide the Services listed on this Schedule 2 to the Client and any Fund thereof listed on Schedule 4 (each, a Fund ”) and any series thereof listed on Schedule 4 (each, a Portfolio ”), subject to the terms and conditions of the Agreement (including the Schedules) and any Service Level Agreement which may be agreed to in writing between the Parties from time to time.

 

I. Services

 

1. Record Maintenance

 

Maintain the following books and records of each Fund in such manner as will meet the Fund’s obligations under the 1940 Act, including section 31 thereof and Rules 31a-1 and 31a-2 thereunder:

 

(a) Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of Rule 31a-1.

 

(b) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of Rule 31a-1.

 

(c) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of Rule 31a-1.

 

(d) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of Rule 31a-1.

 

Upon request, the Service Provider shall supply each Fund with a tabulation of securities owned by each Portfolio held by such Fund’s Custodian and shall, when requested to do so by the Fund.

 

All records shall be property of the Funds and shall, subject to Service Provider’s building and data security and confidentiality policies and procedures, at all times during the regular business hours of the Service Provider be open for inspection by duly authorized officers, employees or agents of such Fund and employees and agents of the Securities Exchange Commission.

 

2. Accounting Services

 

Perform the following accounting services for each Fund:

 

(a) Allocate income and expense and calculate the net asset value per share (“NAV”) of each class of shares offered by each Portfolio and each Fund in accordance with, and in the manner and at the times specified in or required by, the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act and cooperate with Board of Directors or Board of Trustees of the Fund regarding the same.

 

(b) If so directed and subject to the Change Control Process, calculate daily net income of a Portfolio in the manner and at the time (or times) described in the applicable Prospectus and shall advise the Fund and such Fund’s transfer agent (the Transfer Agent ”) daily of the total amounts of such net income.

 

(c) Apply securities pricing information as required or authorized under the terms of the valuation policies and procedures of the Client (“ Valuation Procedures ”), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, Fair Value Information Vendors ”) with respect to securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Fund’s pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Fund’s investment adviser or other designee, as approved by the Board. The Client instructs and authorizes Service Provider to provide information pertaining to the Funds’ investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be provided hereunder. The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

 

Schedule to Services Agreement
Page 4
 

 

All books and records maintained by Service Provider will be maintained in accordance with US GAAP or as otherwise instructed by the Client.

 

Maintain tax books and records for each Fund as directed by Client

 

(d) Coordinate the preparation of reports that are prepared by Service Provider or provided by Fair Value Information Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures.

 

(e) Verify and reconcile with the Funds’ Custodian all daily trade activity.

 

(f) Compute, as appropriate, each Fund’s net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, 30-day SEC yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed).

 

(g) Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders (including comparison against prior day NAV and against applicable tolerances), check and confirm the net asset values and dividend factors for deviations, and distribute net asset values and yields to Client transfer agent, third parties, if applicable, and NASDAQ.

 

(h) If applicable, report daily to the Client the periodic market pricing of securities in any money market funds, with the comparison to the amortized cost basis.

 

(i) Determine and report unrealized appreciation and depreciation on securities held in variable net asset value funds. Such reporting will segregate unrealized appreciation and depreciation for investments, derivatives and currency contracts.

 

(j) Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles.

 

(k) Update fund accounting system to reflect rate changes, as received from a Fund’s investment adviser or a third party vendor, on variable interest rate instruments.

 

(l) Accrue expenses and calculate applicable waivers for each Fund according to instructions received from the Client, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval.

 

(m) Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts.

 

(n) Provide accounting reports in connection with the Client’s regular annual audit , and other audits and examinations by regulatory agencies.

 

(o) Provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may require, with reports by independent public accountants on the accounting system relating to the Services provided by the Service Provider; such reports will be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are not such inadequacies, the reports shall so state.

 

Schedule to Services Agreement
Page 5
 

 

(p) Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule.

 

(q) Assist the Client in identifying instances where market prices are not readily available, or are unreliable, each as set forth within parameters included in the Client’s Valuation Procedures.

 

3. Financial Statements and Regulatory Filings

 

Perform the following services related to the financial statements and related regulatory filing obligations for each Fund:

 

(a) Provide monthly a hard copy of the pre-programmed reports for unaudited financial statements described below, upon request of the Client. The unaudited financial statements will include the following items:

 

(i) Unaudited Statement of Assets and Liabilities,
(ii) Unaudited Statement of Operations,
(iii) Unaudited Statement of Changes in Net Assets, and

 

Any modifications requested to the above pre-programmed reports will require additional programming at an additional cost to be mutually agreed;

 

(b) Provide accounting information for the following: (in compliance with Reg. S-X, as applicable):

 

(i) federal and state income tax returns and federal excise tax returns;
(ii) the Client’s semi-annual reports with the SEC on Form N-SAR and Form N-CSR;
(iii) the Client’s schedules of investments for filing with the SEC on Form N-Q;
(iv) the Client’s annual and semi-annual shareholder reports and quarterly Board meetings;
(v) registration statements on Form N-1A and other filings relating to the registration of shares;
(vi) reports related to Service Provider’s monitoring of each Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended;
(vii) annual audit by the Client’s auditors;
(viii) examinations performed by the regulatory agencies;
(ix) certification of monthly Disclosure Controls and Procedures.

 

(c) Calculate turnover and expense ratio, as mutually agreed.

 

(d) Prepare schedule of Capital Gains and Losses.

 

(e) Provide daily cash report.

 

(f) Maintain and report security positions and transactions in accounting system.

 

(g) Prepare Broker Commission Report.

 

(h) Monitor expense limitations.

 

(i) Provide unrealized gain/loss report.

 

(j) Provide accounting information for Client Commodities and Futures Trading Commission filings, as applicable

 

(j) Provides such reasonable information and, subject to the Change Control Process, take such reasonable actions as a Fund with respect to a Portfolio may from time to time request, to assist the Fund in obtaining year to year favorable opinions from the Fund’s independent accountants with respect to the Service Provider’s and the Custodian’s activities in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

 

Schedule to Services Agreement
Page 6
 

 

4. Certain Operational Matters.

 

(a) Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of assets of the applicable Fund.

 

(b) Provide information to the Client to assist with preparation of informational schedules for Client’s tax returns. Provide information, including but not limited to income projections, to the Client for calculation of distributions.

 

II. Notes and Conditions Related to Fund Accounting Services

 

1. Subject to the provisions of Sections 2 and 6 of the Agreement, Service Provider’s liability with respect to errors in calculation of NAV shall be determined by reference to the Fund’s NAV Error Correction Procedures, which error correction policies may be amended from time to time pursuant to the Change Control Process.

 

2. The Client acknowledges and agrees that although Service Provider’s services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Fund investments, Service Provider is not responsible for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

 

Schedule to Services Agreement
Page 7
 

   

Schedule 3 to Services Agreement

 

Dependencies

 

The Service Provider’s delivery of the Services is dependent upon:

 

(A) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing information and, as applicable, Instructions to the Service Provider promptly, accurately and in agreed formats and by agreed media.

 

(B) The Client and its employees, agents, subcontractors and predecessor service providers cooperating where reasonably required with the Service Provider.

 

(C) The communications systems operated by the Client and third parties (other than Administrative Support Providers) in respect of activities that interface with the Services remaining fully operational.

 

(D) The authority, accuracy, truth and completeness of any information or data provided by the Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) that is reasonably requested by the Service Provider or is otherwise provided to the Service Provider by Persons for whom the Service Provider is not responsible under the Agreement.

 

(E) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing the Service Provider with any reasonable assistance and cooperation requested by the Service Provider in connection with the management and resolution of discrepancies requiring escalation between the Parties.

 

(F) The Client informing the Service Provider on a timely basis of any modification to, or replacement of, any agreement to which it is a party that is relevant to the provision of the Services.

 

(G) The Client and any third parties that are not the agents or employees of the Service Provider meeting their respective responsibilities, as set forth in the Agreement and, with respect to such third parties, as listed in the Services Schedule or agreed by the Client or such third parties from time to time, including applicable cut-off times.

 

 
 

 

Schedule 4 to Services Agreement

  

List of Funds

 

Management Investment Company & Fund Name

 

JOHN HANCOCK BOND TRUST

JHF Global Conservative Absolute Return

 

JOHN HANCOCK FUNDS II

JHF II Asia Total Return

JHF II Emerging Markets Debt Fund

JHF II Emerging Markets Value

JHF II Global Equity

JHF II Global High Yield

JHF II Global Real Estate

JHF II International Growth Equity

JHF II International Small Cap

JHF II International Small Company

JHF II International Value

JHF II International Growth Stock

JHF II China Emerging Leaders

JHF II Global Absolute Return Strategy

JHF II Fundamental Global Franchise

JHF II Int’l Growth Opportunities

 

JOHN HANCOCK FUNDS III

JHF III Global Shareholder Yield

JHF III International Allocation

JHF III International Core

JHF III International Growth

JHF III International Value Equity

 

JOHN HANCOCK INVESTMENT TRUST

JHF Global Opportunities

 

JOHN HANCOCK INVESTMENT TRUST III

JHF Greater China Opportunities

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

JHVIT Emerging Markets Value

JHVIT Global

JHVIT International Core

JHVIT International Equity Index B

JHVIT International Small Company

JHVIT International Value

JHVIT International Growth Stock

 

 
 

 

Schedule 5 to Services Agreement

NAV Error Correction Procedures

 

Excerpted below from:

 

General Compliance Policies for [John Hancock] Trust and Adviser
Section
4: Fund Shares

4B. NAV Error Correction Procedures
Version
1 Effective Date 01-01-2012

 

 

 

Requirement

Occasionally, errors in determining the NAV of fund shares occur. When pricing errors have caused a fund’s NAV to be too low, an investor who purchased shares during the period when the NAV was understated will have received too many fund shares for the amount of the investment. Conversely, a shareholder who redeemed shares during the period when the NAV was understated will have received an insufficient amount for their shares. When pricing errors have caused a fund’s NAV to be too high, the effects of the pricing error are reversed for investors purchasing shares and those redeeming shares.

 

Erroneous prices should be corrected on a going forward basis. If the pricing error is material, a fund’s adviser or other responsible party may have to retroactively correct the pricing error. This could include compensating the fund, existing shareholders, and/or former shareholders. Generally, the SEC guidelines for determining the materiality of pricing errors are as follows:

 

· If a pricing error is less than $0.01 per share on a given day, it is immaterial and there is no need to take corrective action.
· If the error equals or exceeds $0.01 per share, then the fund must be made whole for any shortfall in money received from purchasing shareholders or excess money paid out to redeeming shareholders.
· If the error exceeds 0.5% of the originally computed NAV, in addition to making the fund whole, individual transactions must be reprocessed. However, if the dollar amount of the error for a particular shareholder transaction is less than a de minimus amount (e.g., $10 or $25), then that transaction need not be reprocessed.

 

The Adviser can compensate contract owners who purchased overvalued shares by reprocessing their accounts to increase the number of shares held. Generally, an adviser is permitted to seek recovery of any extra amounts paid to shareholders who redeemed overpriced shares, but generally will not do so as a matter of industry practice.

 

Policy

A NAV error shall be corrected within a reasonable amount of time after discovery. A pricing error is considered to be a material pricing error when per share net asset value error equals to or exceeds one half (½) of one percent (1%) of the originally computed per share asset value (“Material Pricing Error”). Each Material Pricing Error shall be reported to the Board at the next scheduled meeting at which valuation matters ordinarily are reviewed.

 

The following guidelines set forth the procedures that the Pricing Committee will follow to correct a Material Pricing Error.

 

The Fund (or the responsible party) must pay each individual shareholder (contract owner) any additional redemption proceeds owed and either (i) refund excess subscription monies paid or (ii) credit the shareholder (contract owner) account as of the date of the error for additional shares. However, if an individual shareholder (contract owner) loss is less than $10.00, the Fund (or the responsible party) is not required to refund the shareholder (contract owner). The responsible party must reimburse the Fund for the amount of the Fund’s losses. The Fund may, but is not required to, request that the individual shareholder (contract owner) who received the benefit, rather than the responsible party, to reimburse the Fund for the loss by either (i) returning excess redemption proceeds, or (ii) recalculating the shareholder’s (contract owner’s) account value, as applicable. In the case of an error that fluctuates above and below one half (½) of one percent (1%) of net asset value per share, individual shareholder (contract owner) adjustments should be effected for those days on which the error was equal to or exceeded one half ) one percent (1%) of net asset value per share.

 

 
 

 

The process described above will encompass all known errors at the time a calculation is made. If there is a subsequent discovery of an error that affects a net asset value error period (those days during which a Material Pricing Error existed) that had been corrected previously, the subsequently discovered error should be analyzed in isolation without taking into consideration the previously corrected error(s).

 

Procedure

 

John Hancock’s Fund Administration department has procedures relating to the administration functions for the mutual funds. These procedures outline certain procedures regarding the correction of NAV errors of portfolios within the Trust. Fund Administration will also maintain a record describing all NAV errors and their resolutions.

 

 

 

 

Exhibit (h)(5)(A)

 

AMENDMENT NO. 1 TO

SERVICES AGREEMENT

 

AMENDMENT NO. 1 TO SERVICES AGREEMENT (“ Amendment ”) made as of February 1 , 2015, by and between each management investment company listed on Schedule 1 of this Amendment (each, a “ RIC ” and all such investment companies collectively, the “ Client ”), on behalf of itself, if it has no separate series listed on Schedule 1, or if it has one or more separate series listed on Schedule 1, on behalf of each such series, severally and not jointly (each, a “ Fund ”), and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the “ Service Provider ” and, with the Client, the “ Parties ”).

 

For the avoidance of doubt, this Amendment shall be treated as if each entity set forth on Schedule 1 had executed a separate amendment to the Agreement (as defined below) with the Service Provider, and there shall be no cross-liability or cross-collateralization between such entities.

 

All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement (as defined below).

 

WHEREAS , the Parties have executed that certain Services Agreement dated as of March 3, 2014, pursuant to which Service Provider provides certain fund accounting services to the Client (the “ Agreement ”);

 

WHEREAS , the Client has requested that the Service Provider also provide to the Client certain compliance administration services;

 

WHEREAS , the Service Provider has agreed to provide such additional services (as further detailed in Attachment 1 hereto, the “ Compliance Services ”) on the terms and conditions set forth in the Agreement;

 

NOW, THEREFORE , in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Fund and Citi hereby agree as follows:

 

1. AMENDMENT.

 

(A)         Schedule 2 to the Agreement [Services] is hereby amended and restated as set forth in Attachment 1 to this Amendment.

 

2. Representations and Warranties

 

(A) The Client represents (i) that it has full power and authority to enter into and perform this Amendment and (ii) that this Amendment will be presented to the Board of Trustees of the Client (the “ Board ”) for the Board’s review and approval.

 

(B) The Service Provider represents that it has full power and authority to enter into and perform this Amendment.

 

3. Miscellaneous

 

(A) Fees with respect to the Compliance Services are set forth in Fee Schedule, as it may be amended from time to time.

 

(B) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

 

1
 

 

(C) Each reference to the Agreement in this Amendment (as the Agreement existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

 

(D) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

 

(E) This Amendment may be executed in counterparts, each of which shall be an original but all which, taken together, shall constitute one and the same agreement.

 

*         *         *         *         *

 

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

 

CITI FUND SERVICES OHIO, INC.   ON BEHALF OF EACH CLIENT LISTED IN SCHEDULE 1, SEVERALLY, AS INDIVIDUAL AND SEPARATE CLIENTS, AND NOT JOINTLY
         
By: /s/ Peter Hill   By: /s/ Charles A. Rizzo
         
Name:   Peter Hill   Name:  Charles A. Rizzo
         
Title: Managing Director   Title: Chief Financial Officer

 

2
 

 

Schedule 1 to Amendment No. 1 to Services Agreement

 

List of Funds

 

Management Investment Company & Fund Name

 

JOHN HANCOCK BOND TRUST

JHF Global Conservative Absolute Return

 

JOHN HANCOCK FUNDS II

JHF II Asia Total Return

JHF II Emerging Markets Debt Fund

JHF II Emerging Markets Value

JHF II Global Equity

JHF II Global High Yield

JHF II Global Real Estate

JHF II International Growth Equity

JHF II International Small Cap

JHF II International Small Company

JHF II International Value

JHF II International Growth Stock

JHF II China Emerging Leaders

JHF II Global Absolute Return Strategy

JHF II Fundamental Global Franchise

JHF II Int’l Growth Opportunities

 

JOHN HANCOCK FUNDS III

JHF III Global Shareholder Yield

JHF III International Allocation

JHF III International Core

JHF III International Growth

JHF III International Value Equity

 

JOHN HANCOCK INVESTMENT TRUST

JHF Global Opportunities

 

JOHN HANCOCK INVESTMENT TRUST III

JHF Greater China Opportunities

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

JHVIT Emerging Markets Value

JHVIT Global

JHVIT International Core

JHVIT International Equity Index B

JHVIT International Small Company

JHVIT International Value

JHVIT International Growth Stock

 

 
 

 

Attachment 1 to Amendment No. 1

 

Schedule 2 to Services Agreement

Fund Accounting and Compliance Administration Services

 

Service Provider shall provide the Services listed on this Schedule 2 to the Client and any Fund thereof listed on Schedule 4 (each, a “ Fund ”) and any series thereof listed on Schedule 4 (each, a “ Portfolio ”), subject to the terms and conditions of the Agreement (including the Schedules) and any Service Level Agreement which may be agreed to in writing between the Parties from time to time.

 

I. Fund Accounting Services

 

1. Record Maintenance

 

Maintain the following books and records of each Fund in such manner as will meet the Fund’s obligations under the 1940 Act, including section 31 thereof and Rules 31a-1 and 31a-2 thereunder:

 

(a) Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of Rule 31a-1.
(b) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of Rule 31a-1.
(c) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of Rule 31a-1.
(d) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of Rule 31a-1.

 

Upon request, the Service Provider shall supply each Fund with a tabulation of securities owned by each Portfolio held by such Fund’s Custodian and shall, when requested to do so by the Fund.

 

All records shall be property of the Funds and shall, subject to Service Provider’s building and data security and confidentiality policies and procedures, at all times during the regular business hours of the Service Provider be open for inspection by duly authorized officers, employees or agents of such Fund and employees and agents of the Securities Exchange Commission.

 

2. Accounting Services

 

Perform the following accounting services for each Fund:

 

(a) Allocate income and expense and calculate the net asset value per share (“NAV”) of each class of shares offered by each Portfolio and each Fund in accordance with, and in the manner and at the times specified in or required by, the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act and cooperate with Board of Directors or Board of Trustees of the Fund regarding the same.

 

(b) If so directed and subject to the Change Control Process, calculate daily net income of a Portfolio in the manner and at the time (or times) described in the applicable Prospectus and shall advise the Fund and such Fund’s transfer agent (the “ Transfer Agent ”) daily of the total amounts of such net income.

 

1
 

 

(c) Apply securities pricing information as required or authorized under the terms of the valuation policies and procedures of the Client (“ Valuation Procedures ”), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, “ Fair Value Information Vendors ”) with respect to securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Fund’s pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Fund’s investment adviser or other designee, as approved by the Board. The Client instructs and authorizes Service Provider to provide information pertaining to the Funds’ investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be provided hereunder. The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

 

All books and records maintained by Service Provider will be maintained in accordance with US GAAP or as otherwise instructed by the Client.

 

Maintain tax books and records for each Fund as directed by Client

 

(d) Coordinate the preparation of reports that are prepared by Service Provider or provided by Fair Value Information Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures.

 

(e) Verify and reconcile with the Funds’ Custodian all daily trade activity.

 

(f) Compute, as appropriate, each Fund’s net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, 30-day SEC yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed).

 

(g) Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders (including comparison against prior day NAV and against applicable tolerances), check and confirm the net asset values and dividend factors for deviations, and distribute net asset values and yields to Client transfer agent, third parties, if applicable, and NASDAQ.

 

(h) If applicable, report daily to the Client the periodic market pricing of securities in any money market funds, with the comparison to the amortized cost basis.

 

(i) Determine and report unrealized appreciation and depreciation on securities held in variable net asset value funds. Such reporting will segregate unrealized appreciation and depreciation for investments, derivatives and currency contracts.

 

(j) Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles.

 

(k) Update fund accounting system to reflect rate changes, as received from a Fund’s investment adviser or a third party vendor, on variable interest rate instruments.

 

(l) Accrue expenses and calculate applicable waivers for each Fund according to instructions received from the Client, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval.

 

(m) Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts.

 

2
 

 

(n) Provide accounting reports in connection with the Client’s regular annual audit, and other audits and examinations by regulatory agencies.

 

(o) Provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may require, with reports by independent public accountants on the accounting system relating to the Services provided by the Service Provider; such reports will be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are not such inadequacies, the reports shall so state.

 

(p) Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule.

 

(q) Assist the Client in identifying instances where market prices are not readily available, or are unreliable, each as set forth within parameters included in the Client’s Valuation Procedures.

 

3. Financial Statements and Regulatory Filings

 

Perform the following services related to the financial statements and related regulatory filing obligations for each Fund:

 

(a) Provide monthly a hard copy of the pre-programmed reports for unaudited financial statements described below, upon request of the Client. The unaudited financial statements will include the following items:

 

(i) Unaudited Statement of Assets and Liabilities,
(ii) Unaudited Statement of Operations,
(iii) Unaudited Statement of Changes in Net Assets, and

 

Any modifications requested to the above pre-programmed reports will require additional programming at an additional cost to be mutually agreed.

 

(b) Provide accounting information for the following: (in compliance with Reg. S-X, as applicable):

 

(i) federal and state income tax returns and federal excise tax returns;
(ii) the Client’s semi-annual reports with the SEC on Form N-SAR and Form N-CSR;
(iii) the Client’s schedules of investments for filing with the SEC on Form N-Q;
(iv) the Client’s annual and semi-annual shareholder reports and quarterly Board meetings;
(v) registration statements on Form N-1A and other filings relating to the registration of shares;
(vi) reports related to Service Provider’s monitoring of each Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended;
(vii) annual audit by the Client’s auditors;
(viii) examinations performed by the regulatory agencies;
(ix) certification of monthly Disclosure Controls and Procedures.

 

(c) Calculate turnover and expense ratio, as mutually agreed.

 

(d) Prepare schedule of Capital Gains and Losses.

 

(e) Provide daily cash report.

 

(f) Maintain and report security positions and transactions in accounting system.

 

(g) Prepare Broker Commission Report.

 

3
 

  

(h) Monitor expense limitations.

 

(i) Provide unrealized gain/loss report.

 

(j) Provide accounting information for Client Commodities and Futures Trading Commission filings, as applicable.

 

(j) Provides such reasonable information and, subject to the Change Control Process, take such reasonable actions as a Fund with respect to a Portfolio may from time to time request, to assist the Fund in obtaining year to year favorable opinions from the Fund’s independent accountants with respect to the Service Provider’s and the Custodian’s activities in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

 

4. Certain Operational Matters.

 

(a) Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of assets of the applicable Fund.

 

(b) Provide information to the Client to assist with preparation of informational schedules for Client’s tax returns. Provide information, including but not limited to income projections, to the Client for calculation of distributions.

 

II.           Notes and Conditions Related to Fund Accounting Services

 

1.           Subject to the provisions of Sections 2 and 6 of the Agreement, Service Provider’s liability with respect to errors in calculation of NAV shall be determined by reference to the Fund’s NAV Error Correction Procedures, which error correction policies may be amended from time to time pursuant to the Change Control Process.

 

2.           The Client acknowledges and agrees that although Service Provider’s services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Fund investments, Service Provider is not responsible for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

 

III.          Compliance Administration Services

 

Service Provider will provide the following services to the Client and any Fund and Portfolio listed on Schedule 4, subject to the terms and conditions of the Agreement (including the Schedules) to assist the Client in its obligations pursuant to Rule 38a-1 under the 1940 Act :

 

1. Perform risk-based testing and an annual assessment of the compliance procedures of each service group of Service Provider (other than the Compliance Services group) that provides services for the Client pursuant to this Agreement, including additional testing reasonably requested by the Client.

 

2. Provide information reasonably requested by the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance procedures described in Item III.1 above.

 

3. Provide reports to the Client’s Chief Compliance Officer regarding the risk-based testing and annual assessment described in Item III.1 above.

 

4

 

Exhibit (h)(6)

 

January 2, 2015

 

To the Trustees of the John Hancock Group of Funds

 

601 Congress Street

Boston, MA 02210

 

Re:       Agreement to Waive Advisory Fees and Reimburse Expenses

 

John Hancock Investment Management Services, LLC and John Hancock Advisers, LLC (collectively, the “Advisers”), each an investment adviser to the investment companies listed in Appendix A (collectively, the “John Hancock Funds”), hereby notify you as follows:

 

1. Each Adviser agrees to waive its management fee for a John Hancock Fund portfolio, as applicable, or otherwise reimburse the expenses of that portfolio as set forth below (the “Reimbursement”).

 

2. The Reimbursement shall apply to all John Hancock Fund portfolios in existence on the date of this Agreement, except those noted below, and to all future John Hancock Fund portfolios to which an Adviser agrees this Agreement should apply (the “Participating Portfolios”).

 

The Reimbursement shall not apply to the following John Hancock Variable Insurance Trust portfolios:

 

Each Lifestyle Trust

Each Lifecycle Trust

Each Lifestyle PS Series

Core Strategy Trust

Franklin Templeton Founding Allocation Trust

 

 
 

 

The reimbursement shall not apply to the following John Hancock Funds II portfolios:

 

Each Retirement Choices Portfolio

Each Lifestyle Portfolio

Each Lifestyle II Portfolio

Each Retirement Living Portfolio

Each Retirement Living II Portfolio

Alternative Asset Allocation Fund

Income Allocation Fund

 

The reimbursement shall not apply to John Hancock Collateral Trust.

 

3.   The Reimbursement shall equal on an annualized basis:

 

0.01% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $75 billion but is less than or equal to $125 billion;

 

0.0125% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $125 billion but is less than or equal to $150 billion;

 

0.0150% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $150 billion but is less than or equal to $175 billion;

 

0.0175% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $175 billion but is less than or equal to $200 billion;

 

0.02% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $200 billion but is less than or equal to $225 billion; and

 

0.0225% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $225 billion.

 

The amount of the Reimbursement shall be calculated daily and allocated among all the Participating Portfolios in proportion to the daily net assets of each such portfolio.

 

4. The Reimbursement with respect to each Participating Portfolio may be terminated or modified at any time by an Adviser upon notice to the Participating Portfolio and approval of the John Hancock Funds Board of Trustees.

 

- 2 -
 

 

5. This Agreement is effective as of January 2, 2015 and supersedes the prior Letter Agreement from the Adviser to the Trustees relating to the same subject matter.

 

  Very truly yours,
   
  John Hancock Investment Management
  Services, LLC
     
  By: /s/ Leo Zerilli
    Leo Zerilli
   
  John Hancock Advisers, LLC
   
  By: /s/ Leo Zerilli
    Leo Zerilli

 

ACCEPTED BY:

 

John Hancock Financial Opportunities John Hancock Floating Rate High Income Fund
Fund  
John Hancock Bond Trust John Hancock Municipal Securities Trust
John Hancock California Tax-Free Income Fund John Hancock Preferred Income Fund
John Hancock Capital Series John Hancock Preferred Income Fund II
John Hancock Current Interest John Hancock Preferred Income Fund III
John Hancock Emerging Markets Income Fund John Hancock Premium Dividend Fund
John Hancock Funds III John Hancock Sovereign Bond Fund
John Hancock Hedged Equity & Income Fund John Hancock Strategic Diversified Income Fund
John Hancock Income Securities Trust John Hancock Strategic Series
John Hancock Investment Trust John Hancock Tax-Advantaged Dividend Income Fund
John Hancock Investment Trust II John Hancock Tax-Advantaged Global Shareholder Yield Fund
John Hancock Investment Trust III John Hancock Tax-Exempt Series Fund
John Hancock Investors Trust John Hancock Funds II
  John Hancock Variable Insurance Trust

 

- 3 -
 

 

On behalf of each of its series identified as a Participating Portfolio

 

  By:  
  /s/ Andrew G. Arnott
  Andrew G. Arnott

 

- 4 -
 

 

Appendix A

 

John Hancock Financial Opportunities Fund John Hancock Floating Rate High Income Fund
John Hancock Bond Trust John Hancock Municipal Securities Trust
John Hancock California Tax-Free Income Fund John Hancock Preferred Income Fund
John Hancock Capital Series John Hancock Preferred Income Fund II
John Hancock Current Interest John Hancock Preferred Income Fund III
John Hancock Emerging Markets Income Fund John Hancock Premium Dividend Fund
John Hancock Funds III John Hancock Sovereign Bond Fund
John Hancock Hedged Equity & Income Fund John Hancock Strategic Diversified Income Fund
John Hancock Income Securities Trust John Hancock Strategic Series
John Hancock Investment Trust John Hancock Tax-Advantaged Dividend Income Fund
John Hancock Investment Trust II John Hancock Tax-Advantaged Global Shareholder Yield Fund
John Hancock Investment Trust III John Hancock Tax-Exempt Series Fund
John Hancock Investors Trust John Hancock Funds II
  John Hancock Variable Insurance Trust

 

- 5 -

Exhibit (i)

 

April 24, 2015

 

John Hancock Variable Insurance Trust

601 Congress Street

Boston, Massachusetts 02210

 

Ladies and Gentlemen:

We have acted as counsel to John Hancock Variable Insurance Trust, a business trust formed under the laws of the Commonwealth of Massachusetts (“Trust”), in connection with Post-Effective Amendment No. 110 (“Post-Effective Amendment”) to the Trust's registration statement on Form N-1A (File Nos. 002-94157; 811-04146) (“Registration Statement”), to be filed with the U. S. Securities and Exchange Commission (“Commission”) on or about April 24, 2015, registering an indefinite number of shares of beneficial interest in the series of the Trust and classes thereof identified in the prospectuses and statements of additional information (collectively, the “Prospectus”) filed as part of the Post-Effective Amendment (“Shares”) under the Securities Act of 1933, as amended (“Securities Act”).

This opinion letter is being delivered at your request in accordance with the requirements of paragraph 29 of Schedule A of the Securities Act and Item 28(i) of Form N-1A under the Securities Act and the Investment Company Act of 1940, as amended (“Investment Company Act”).

For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i) the Prospectus filed as part of the Post-Effective Amendment;
     
(ii) the declaration of trust and bylaws of the Trust in effect on the date of this opinion letter; and
     
(iii) the resolutions adopted by the trustees of the Trust relating to the Post-Effective Amendment, the establishment and designation of the Shares and the authorization for issuance and sale of the Shares.
     

We also have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have relied on a certificate of an officer of the Trust. We have not independently established any of the facts on which we have so relied.

For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed, or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Trust are actually serving in such capacity, and that the representations of officers of the Trust are correct as to matters of fact. We have not independently verified any of these assumptions.

The opinions expressed in this opinion letter are based on the facts in existence and the laws in effect on the date hereof and are limited to the laws of the Commonwealth of

 
 

Massachusetts and the provisions of the Investment Company Act that are applicable to equity securities issued by registered open-end investment companies. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws.

Based upon and subject to the foregoing, it is our opinion that (1) the Shares to be issued pursuant to the Post-Effective Amendment, when issued and paid for by the purchasers upon the terms described in the Post-Effective Amendment and the Prospectus, will be validly issued, and (2) such purchasers will have no obligation to make any further payments for the purchase of the Shares or contributions to the Trust solely by reason of their ownership of the Shares.

This opinion is rendered solely in connection with the filing of the Post-Effective Amendment and supersedes any previous opinions of this firm in connection with the issuance of Shares. We hereby consent to the filing of this opinion with the Commission in connection with the Post-Effective Amendment. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

 

/s/ K&L Gates LLP

2

 

 

 

 

 

Exhibit (j)

   

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated February 23, 2015 (refer to Appendix A), relating to the financial statements and financial highlights which appear in the December 31, 2014 Annual Reports to Shareholders of John Hancock Variable Insurance Trust, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Independent Registered Public Accounting Firm" in such Registration Statement.

 

 

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

April 21, 2015

 

 
 

 

Appendix A

 

John Hancock Variable Insurance Trust as of December 31, 2014

 

500 Index Trust B   Lifestyle Balanced MVP
Active Bond Trust   Lifestyle Balanced PS Series
All Cap Core Trust   Lifestyle Conservative MVP
Alpha Opportunities Trust   Lifestyle Conservative PS Series
American Asset Allocation Trust   Lifestyle Growth MVP
American Global Growth Trust   Lifestyle Growth PS Series
American Growth Trust   Lifestyle Moderate MVP
American Growth-Income Trust   Lifestyle Moderate PS Series
American International Trust   Mid Cap Index Trust
American New World Trust   Mid Cap Stock Trust
Blue Chip Growth Trust   Mid Value Trust
Bond Trust   Money Market Trust B
Capital Appreciation Trust   Money Market Trust
Capital Appreciation Value Trust   Mutual Shares Trust
Core Bond Trust   New Income Trust
Core Strategy Trust   Real Estate Securities Trust
Emerging Markets Value Trust   Real Return Bond Trust
Equity-Income Trust   Science and Technology Trust
Financial Services Trust   Short Term Government Income Trust
Franklin Templeton Founding Allocation Trust   Small Cap Growth Trust
Fundamental All Cap Core Trust   Small Cap Index Trust
Fundamental Large Cap Value Trust   Small Cap Opportunities Trust
Global Bond Trust   Small Cap Value Trust
Global Trust   Small Company Growth Trust
Health Sciences Trust   Small Company Value Trust
High Yield Trust   Strategic Equity Allocation Trust
Income Trust   Strategic Income Opportunities Trust
International Core Trust   Total Bond Market Trust B
International Equity Index Trust B   Total Return Trust
International Growth Stock Trust   Total Stock Market Index Trust
International Small Company Trust   U.S. Equity Trust
International Value Trust   Ultra Short Term Bond Trust
Investment Quality Bond Trust   Utilities Trust
Lifestyle Aggressive MVP   Value Trust
Lifestyle Aggressive PS Series    

 

 

 

Exhibit (m)

 

John Hancock Variable Series Trust

(formerly, John Hancock Trust)

Rule 12b-1 Plan

Series I Shares

(Formerly, Class A Shares)

 

John Hancock Variable Series Trust (the “Trust”), a Massachusetts business trust, hereby adopts the following plan (the “Plan”) for Series I Shares of the Trust (the “Shares”) pursuant to Rule 12b-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), on behalf of each of the portfolios of the Trust listed in Appendix A (the “Portfolios”).

 

1. Amount and Payment of Plan Fees

 

Each Portfolio shall accrue daily a fee under the Plan at an annual rate of up to 0.15%* of its net assets in respect of the Shares (the “Plan Fee”) and shall pay the Plan Fee daily to the Trust’s distributor, John Hancock Distributors, LLC or its successor (the “Distributor”).

 

*0.60% in the case of the American Growth Trust, American Growth-Income Trust and American International Trust, American Asset Allocation Trust, American Global Growth Trust, American New World Trust, Fundamental Holdings Trust (formerly, American Fundamental Holdings Trust ), Global Diversification Trust (formerly, American Global Diversification Trust) and Core Diversified Growth & Income Trust.

 

*0.35% in the case of the Core Fundamental Holdings Trust and Core Global Diversification Trust.

 

2. Use of Plan Fees

 

To the extent consistent with applicable laws, regulations and rules, the Distributor may use Plan Fees:

 

(i) for any expenses relating to the distribution of the Shares,
(ii) for any expenses relating to shareholder or administrative services for holders of the Shares or owners of contracts funded in insurance company separate accounts that invest in the Shares, and
(iii) for the payment of “service fees” that come within Rule 2830(d)(5) of the Rules of Fair Practice of the National Association of Securities Dealers, Inc.

 

Without limiting the foregoing, the Distributor may pay all or part of the Plan Fees from a Portfolio to one or more affiliated and unaffiliated insurance companies that have issued variable insurance contracts for which the Portfolio serves as an investment vehicle as compensation for providing some or all of the types of services described in the preceding sentence; this provision, however, does not obligate the Distributor to make any payments of Plan Fees and does not limit the use that the Distributor may make of the Plan Fees it receives. This Plan does not require the Distributor to perform, or to cause any other person to perform, any specific type or level of distribution or other activities or to incur, or to cause any other person to incur, any specific type or level of expenses for distribution or other activities.

 

3. Other Payments Authorized

 

This Plan authorizes any payments in addition to Plan Fees made by a Portfolio to the Distributor or any of its affiliates, including the payment of any management or advisory fees, which may be deemed to be an indirect financing of distribution costs.

 

4. Reporting

 

The Distributor shall provide to the Trust’s Board of Trustees, and the Trustees shall review, at least quarterly, written reports setting forth all Plan expenditures, and the purposes for those expenditures.

 

1
 

 

5.
Related Agreements

 

Each agreement related to the Plan shall contain the provisions required by the Rule.

 

6. Amendment; Continuation; Termination

 

The Plan may not be amended to increase materially the amount to be spent by a Portfolio without such shareholder approval as is required by the Rule. All material amendments of the Plan must be approved in the manner described in the Rule. The Plan shall continue in effect (i) with respect to a Portfolio only so long as the Plan is specifically approved for that Portfolio at least annually as provided in the Rule and (ii) only while the Trust remains eligible to rely on the Rule. The Plan may be terminated with respect to any Portfolio at any time as provided in the Rule.

 

7. Limitation of Liability

 

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the obligations of this instrument are not binding upon any of the Trustees of the Trust or the shareholders of the Trust individually, but are binding only upon the assets belonging to Series I shares of the Trust, or the particular Portfolio of the Trust in question, as the case may be.

 

Approved by the Trustees of the Trust on September 21, 2001; as amended April 4, 2002; June 26, 2003; April 1, 2004; December 13, 2004; June 23, 2005;, September 23, 2005; December 13, 2005; March 30, 2006; March 23, 2007; September 28, 2007; June 27, 2008; September 26, 2008; December 17, 2008; March 20, 2009; June 25, 2010; March 25, 2011; March 23, 2012, June 30, 2012 and September 27, 2013.

 

Appendix A

 

[all portfolios of the Trust except Money Market Trust B]

 

2

Exhibit (m)(1)

John Hancock Variable Insurance Trust

(formerly, John Hancock Trust)

Rule 12b-1 Plan

Series II Shares

(Formerly, Class B Shares)

 

John Hancock Variable Insurance Trust (the “Trust”), a Massachusetts business trust, hereby adopts the following plan (the “Plan”) for Series II Shares of the Trust (the “Shares”) pursuant to Rule 12b-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), on behalf of each of the portfolios of the Trust listed in Appendix A (the “Portfolios”).

 

1. Amount and Payment of Plan Fees

 

Each Portfolio shall accrue daily a fee under the Plan at an annual rate of up to 0.35%* of its net assets in respect of the Shares (the “Plan Fee”) and shall pay the Plan Fee daily to the Trust’s distributor, John Hancock Distributors, LLC or its successor (the “Distributor”).

 

*0.75% in the case of the American Growth Trust, American Growth-Income Trust and American International Trust, American Asset Allocation Trust, American Global Growth Trust, American New World Trust, Fundamental Holdings Trust (formerly, American Fundamental Holdings Trust), Global Diversification Trust (formerly, American Global Diversification Trust) , Core Diversified Growth & Income Trust.

 

*0.55% in the case of the Core Fundamental Holdings Trust and Core Global Diversification Trust.

 

2. Use of Plan Fees

 

To the extent consistent with applicable laws, regulations and rules, the Distributor may use Plan Fees:

 

(i) for any expenses relating to the distribution of the Shares,
(ii) for any expenses relating to shareholder or administrative services for holders of the Shares or owners of contracts funded in insurance company separate accounts that invest in the Shares, and
(iii) for the payment of “service fees” that come within Rule 2830(d)(5) of the Rules of Fair Practice of the National Association of Securities Dealers, Inc.

 

Without limiting the foregoing, the Distributor may pay all or part of the Plan Fees from a Portfolio to one or more affiliated and unaffiliated insurance companies that have issued variable insurance contracts for which the Portfolio serves as an investment vehicle as compensation for providing some or all of the types of services described in the preceding sentence; this provision, however, does not obligate the Distributor to make any payments of Plan Fees and does not limit the use that the Distributor may make of the Plan Fees it receives. This Plan does not require the Distributor to perform, or to cause any other person to perform, any specific type or level of distribution or other activities or to incur, or to cause any other person to incur, any specific type or level of expenses for distribution or other activities.

 

3. Other Payments Authorized

 

This Plan authorizes any payments in addition to Plan Fees made by a Portfolio to the Distributor or any of its affiliates, including the payment of any management or advisory fees, which may be deemed to be an indirect financing of distribution costs.

 

1
 

 

4. Reporting

 

The Distributor shall provide to the Trust’s Board of Trustees, and the Trustees shall review, at least quarterly, written reports setting forth all Plan expenditures, and the purposes for those expenditures.

 

5. Related Agreements

 

Each agreement related to the Plan shall contain the provisions required by the Rule.

 

6. Amendment; Continuation; Termination

 

The Plan may not be amended to increase materially the amount to be spent by a Portfolio without such shareholder approval as is required by the Rule. All material amendments of the Plan must be approved in the manner described in the Rule. The Plan shall continue in effect (i) with respect to a Portfolio only so long as the Plan is specifically approved for that Portfolio at least annually as provided in the Rule and (ii) only while the Trust remains eligible to rely on the Rule. The Plan may be terminated with respect to any Portfolio at any time as provided in the Rule.

 

7. Limitation of Liability

 

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the obligations of this instrument are not binding upon any of the Trustees of the Trust or the shareholders of the Trust individually, but are binding only upon the assets belonging to Series ii shares of the Trust, or the particular Portfolio of the Trust in question, as the case may be.

 

Approved by the Trustees of the Trust on September 21, 2001; as amended April 4, 2002; April 2, 2003; April 1, 2004; December 13, 2004; June 23, 2005; September 23, 2005; December 13, 2005; March 30, 2006; March 23, 2007; September 28, 2007; June 27, 2008; September 26, 2008; December 17, 2008; March 20, 2009; June 25, 2010; March 25, 2011; March 23, 2012; June 30, 2012 and September 27, 2013.

 

Appendix A

 

[all portfolios of the Trust except Money Market Trust B]

 

2

 

 

Exhibit (m)(2)

 

John Hancock Variable Series Trust

(formerly, John Hancock Trust)

Rule 12b-1 Plan

Series III Shares

 

John Hancock Variable Insurance Trust (the “Trust”), a Massachusetts business trust, hereby adopts the following plan (the “Plan”) for Series III Shares of the Trust (the “Shares”) pursuant to Rule 12b-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), on behalf of each of the portfolios of the Trust listed in Appendix A (the “Portfolios”).

 

1. Amount and Payment of Plan Fees

 

Each Portfolio shall accrue daily a fee under the Plan at an annual rate of up to 0.25% of its net assets in respect of the Shares (the “Plan Fee”) and shall pay the Plan Fee daily to the Trust’s distributor, John Hancock Distributors, LLC or its successor (the “Distributor”).

 

*0.15% in the case of the Core Fundamental Holdings Trust and Core Global Diversification Trust.

 

2. Use of Plan Fees

 

To the extent consistent with applicable laws, regulations and rules, the Distributor may use Plan Fees:

 

(i) for any expenses relating to the distribution of the Shares,
(ii) for any expenses relating to shareholder or administrative services for holders of the Shares or owners of contracts funded in insurance company separate accounts that invest in the Shares, and
(iii) for the payment of “service fees” as defined in Rule 2830(b)(9) of the Conduct Rules of the National Association of Securities Dealers, Inc.

 

Without limiting the foregoing, the Distributor may pay all or part of the Plan Fees from a Portfolio to one or more affiliated and unaffiliated insurance companies that have issued variable insurance contracts for which the Portfolio serves as an investment vehicle as compensation for providing some or all of the types of services described in the preceding sentence; this provision, however, does not obligate the Distributor to make any payments of Plan Fees and does not limit the use that the Distributor may make of the Plan Fees it receives. This Plan does not require the Distributor to perform, or to cause any other person to perform, any specific type or level of distribution or other activities or to incur, or to cause any other person to incur, any specific type or level of expenses for distribution or other activities.

 

3. Other Payments Authorized

 

This Plan authorizes any payments in addition to Plan Fees made by a Portfolio to the Distributor or any of its affiliates, including the payment of any management or advisory fees, which may be deemed to be an indirect financing of distribution costs.

 

4. Reporting

 

The Distributor shall provide to the Trust’s Board of Trustees, and the Trustees shall review, at least quarterly, written reports setting forth all Plan expenditures, and the purposes for those expenditures.

 

5. Related Agreements

 

Each agreement related to the Plan shall contain the provisions required by the Rule.

 

 
 

 

6. Amendment; Continuation; Termination

 

The Plan may not be amended to increase materially the amount to be spent by a Portfolio without such shareholder approval as is required by the Rule. All material amendments of the Plan must be approved in the manner described in the Rule. The Plan shall continue in effect (i) with respect to a Portfolio only so long as the Plan is specifically approved for that Portfolio at least annually as provided in the Rule and (ii) only while the Trust remains eligible to rely on the Rule. The Plan may be terminated with respect to any Portfolio at any time as provided in the Rule.

 

7. Limitation of Liability

 

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the obligations of this instrument are not binding upon any of the Trustees of the Trust or the shareholders of the Trust individually, but are binding only upon the assets belonging to Series III shares of the Trust, or the particular Portfolio of the Trust in question, as the case may be.

 

Approved by the Trustees of the Trust on March 23, 2007 as amended on September 28, 2007, March 20, 2009, June 25, 2010, March 25, 2011, March 23, 2012 and September 27, 2013.

 

Appendix A

 

American Asset Allocation Trust

American Global Growth Trust

American New World Trust

 

American Growth Trust

American Growth-Income Trust

American International Trust

 

American Fundamental Holdings Trust

American Global Diversification Trust

Core Diversified Growth & Income Trust

Core Fundamental Holdings Trust

Core Global Diversification Trust

 

Floating Rate Income Trust

Global Asset Allocation Trust

Lifecycle 2010 Portfolio

Lifecycle 2015 Portfolio

Lifecycle 2020 Portfolio

Lifecycle 2025 Portfolio

Lifecycle 2030 Portfolio

Lifecycle 2035 Portfolio

Lifecycle 2040 Portfolio

Lifecycle 2045 Portfolio

Lifecycle 2050 Portfolio

Lifecycle Retirement Portfolio

 

 

 

Exhibit (n)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

(FORMERLY, JOHN HANCOCK TRUST)

MULTICLASS PLAN PURSUANT TO RULE 18F-3

UNDER THE INVESTMENT COMPANY ACT OF 1940

 

I. Background

 

This multiclass plan (the "Plan") pertains to the issuance by John Hancock Variable Insurance Trust (the "Trust") on behalf of the investment portfolios listed on Schedule A hereto (each a “Portfolio”) of classes of shares of beneficial interest and is being adopted by the Trust pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act”).

 

II. Classes

 

Except as noted below, each Portfolio may issue the following classes of shares: NAV shares, Series I shares, Series II shares and Series III. Each class of shares of the Trust shall have the same rights and obligations, except as otherwise indicated in this Plan.

 

(i) The following Portfolio may only issue NAV shares:

Money Market Trust B

 

(ii) The following Portfolios may only issue Series I, Series II and Series III shares:

American Asset Allocation Trust

American Global Growth Trust,

American Growth-Income Trust,

American Growth Trust,

American International Trust

American New World Trust

 

III. Sales Charges

 

Each of NAV, Series I, Series II and Series III shares are sold at net asset value without a front end sales charge or contingent deferred sales charge.

 

IV. Distribution and Service Fees

 

Each of Series I, Series II and Series III shares may pay a distribution and services fee pursuant to a plan adopted pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”).

 

1
 

 

V. Exchange and Conversion Features

 

Neither NAV shares, Series I shares, Series II shares nor Series III shares of a Portfolio shall be exchanged for or converted into shares of any class of another Portfolio.

 

VI. Allocation of Expenses

 

Expenses shall be allocated to the NAV shares, Series I shares, Series II shares and Series III shares of each Portfolio based on the net assets of the Portfolio attributable to shares of each class of shares of the Trust (a “Class”). Notwithstanding the foregoing, “class expenses” shall be allocated to each Class. “Class expenses” for each Portfolio include the fees paid with respect to a Class pursuant to a Rule 12b-1 Plan and other expenses which the Trust’s adviser determines are properly allocable to a particular Class. The Trust’s adviser shall make such allocations in such manner and utilizing such methodology which it determines are reasonably appropriate. The adviser’s determination shall be subject to ratification or approval by the Trustees. The types of expenses which the Trust’s adviser may determine are properly allocable to a particular Class include the following:

 

(i) printing and postage expenses related to preparing and distributing to the shareholders of a specific Class (or holders of variable contracts funded by Trust shares of such class) materials such as shareholder reports, prospectuses and proxies;
(ii) professional fees relating solely to such Class;
(iii) Trustees' fees, including independent counsel fees, relating specifically to one Class;
(iv) expenses associated with meetings of shareholders of a particular Class; and
(v) blue sky and transfer agency fees.

 

VII. Voting Rights

 

All shares of each Portfolio have equal voting rights and will be voted in the aggregate, and not by Class, except that the shares of each Class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to the arrangement of that Class and shall have separate voting rights when any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class or when voting by class is otherwise required by law.

 

VIII. Amendments

 

No material amendment to this Plan may be made unless it is first approved by a majority of both (i) the full Board of Trustees of the Trust and (ii) those Trustees who are not interested persons of the Trust, as that term is defined in the 1940 Act.

 

2
 

 

IX. Limitation of Liability

 

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the obligations of this instrument are not binding upon any of the Trustees of the Trust or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Portfolio or class of shares of the Trust in question, as the case may be.

 

Adopted September 21, 2001; amended April 4, 2002; June 26, 2003; December 13, 2004; June 23, 2005; December 13, 2005; March 30, 2006; March 23, 2007; September 28, 2007; March 25, 2008; March 23, 2012; June 30, 2012 and September 27, 2013.

 

SCHEDULE A

 

(All Trust portfolios)

  

3

 

Exhibit (p)(1)

 

John Hancock Code of Ethics

 

January 1, 2008

 

(revised January 1, 2015)

 

This is the Code of Ethics for the following:

 

John Hancock Advisers, LLC and
John Hancock Investment Management Services, LLC
(each, a “John Hancock Adviser”)

 

John Hancock Funds, LLC

 

John Hancock Distributors, LLC, and

 

each open-end and closed-end fund advised by a John Hancock Adviser
(the “John Hancock Affiliated Funds”)

 

(together, called “John Hancock”)

 

John Hancock is required by law to adopt a Code of Ethics. The purposes of a Code of Ethics are to ensure that companies and their “covered employees” 1 comply with all applicable laws and to prevent abuses in the investment advisory business that can arise when conflicts of interest exist between the employees of an investment advisor and its clients. By adopting and enforcing a Code of Ethics, we strengthen the trust and confidence entrusted in us by demonstrating that at John Hancock, client interests come first.

 

The Code of Ethics (the “Code”) that follows represents a balancing of important interests. On the one hand, as registered investment advisers, the John Hancock Advisers owe a duty of undivided loyalty to their clients, and must avoid even the appearance of a conflict that might be perceived as abusing the trust they have placed in John Hancock. On the other hand, the John Hancock Advisers do not want to prevent conscientious professionals from investing for their own accounts where conflicts do not exist or that are immaterial to investment decisions affecting the John Hancock Advisers’ clients.

 

When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, covered employees owe a fiduciary duty to John Hancock clients. In most cases, this means that the affected employee will be required to forego conflicting personal securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting John Hancock client portfolios or taking unfair advantage of the relationship John Hancock employees have to John Hancock clients.

 

The Code contains specific rules prohibiting defined types of conflicts. Since every potential conflict cannot be anticipated by the Code, it also contains general provisions prohibiting conflict situations. In view of these general provisions, it is critical that any covered employee who is in doubt about the applicability of the Code in a given situation seek a determination from Code of Ethics Administration or the Chief Compliance Officer about the propriety of the conduct in advance.

 

It is critical that the Code be strictly observed. Not only will adherence to the Code ensure that John Hancock renders the best possible service to its clients, it will help to ensure that no individual is liable for violations of law.

 

It should be emphasized that adherence to this policy is a fundamental condition of employment at John Hancock. Every covered employee is expected to adhere to the requirements of the Code despite any inconvenience that may be involved. Any covered employee failing to do so may be subject to disciplinary action, including financial penalties and termination of employment in conjunction with the John Hancock Schedule of Fines and Sanctions or as determined by Ethics Oversight Committee.

 

 

1 “Covered employees” includes all “access persons” as defined under Securities and Exchange Commission (“SEC”) Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and “supervised persons” as defined under SEC Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

 

 
 

 

Table of Contents  
Section 1: General Principles 1
Section 2: To Whom Does This Code Apply? 2
Access Person Designations 3

Section 3: Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions?

3
Preferred Brokerage Account Requirements 5
Section 4: Overview of Policies 6
Section 5: Policies in the Code of Ethics 7
John Hancock Affiliated Funds Reporting Requirement and Holding Period 7
Pre-clearance Requirement of Securities Transactions 8
Pre-clearance of IPOs, Private Placements and Limited Offerings 8
Pre-clearance of MFC securities 9
Preclearance of Gifts and Donations of covered securities 9
Pre-clearance Process 9
Ban on Short-Term Profits 10
Ban on IPOs 10
Ban on Speculative Transactions in MFC 11
Ban on ownership of publicly traded securities of subadvisers 11
Ban on Restricted Securities 12
Excessive Trading 12
Disclosure of Private Placement Conflicts 12
Seven Day Blackout Period 13
Three Day Blackout Period 13
Restriction on Securities under Active Consideration 14
Exceptions 14
De Minimis Trading Rule 14
Market Cap Securities Exception 14
Trading in Exchange Traded Funds/Notes and Options on covered securities 14
Section 6: Policies outside of the Code of Ethics 15
MFC Code of Business Conduct & Ethics 15
John Hancock Gift & Entertainment Policy 16
5John Hancock Insider Trading Policy 16
John Hancock Whistleblower Policy 16
Policy and Procedures Regarding Disclosure of Portfolio Holdings 17
Section 7: Reports and Other Disclosures outside the Code of Ethics 18
Broker Letter/Duplicate Confirm Statements 18
Investment Professional Disclosure of Personal Securities Conflicts 18
Section 8: Reporting Requirements and Other Disclosures inside the Code of Ethics 19
Initial/Annual Brokerage Holdings Report 19
Quarterly Brokerage Account & Transaction Certification 19
Annual Certification of Code of Ethics 20
Reporting of Gifts, Donations, and Inheritances 21

 

i
 

 

Section 9: Subadviser Compliance 21
Adoption and Approval 21
Subadviser Reporting & Recordkeeping Requirements 22
Section 10: Reporting to the Board 22
Section 11: Reporting Violations 22
Section 12: Interpretation and Enforcement 23
Section 13: Exemptions & Appeals 24
Section 14: Education of Employees 25
Section 15: Recordkeeping 25

 

Appendix A: Access Person Categories 26
Appendix B: Preferred Brokers List 27
Appendix C: Pre-clearance Procedures 28
Appendix D: Other Important Policies Outside the Code Pre-clearance Procedures 33
Appendix E:Investment Professional Disclosure of Personal Securities Conflicts 34
Appendix F:  John Hancock Advisers Schedule of Fines and Sanctions 35
Appendix G: Chief Compliance Officers and Code of Ethics Contacts cts 36

 

ii
 

 

1) General Principles

 

Each covered person within the John Hancock organization is responsible for maintaining the very highest ethical standards when conducting our business.

 

This means that:

 

• You have a fiduciary duty at all times to place the interests of our clients and fund investors first.

 

• All of your personal securities transactions must be conducted consistent with the provisions of the Code that apply to you and in such a manner as to avoid any actual or potential conflict of interest or other abuse of your position of trust and responsibility.

 

• You should not take inappropriate advantage of your position or engage in any fraudulent or manipulative practice (such as front-running or manipulative market timing) with respect to our clients’ accounts or fund investors.

 

• You must treat as confidential any information concerning the identity of security holdings and financial circumstances of clients or fund investors.

 

• You must comply with all applicable federal securities laws, which, for purposes of the Code, means the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 , the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.

 

• You must promptly report any violation of the Code that comes to your attention to the Chief Compliance Officer of your company – see Appendix G.

 

It is essential that you understand and comply with the general principles, noted above, in letter and in spirit as no set of rules can anticipate every possible problem or conflict situation.

 

As described in section 12: “Interpretation and Enforcement” on page 24 of the Code, failure to comply with the general principles and the provisions of the Code may result in disciplinary action, including termination of employment.

 

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2) To Whom Does This Code Apply?

This Code applies to you if you are:

 

· a director, officer or other “Supervised Employee” 2 of a John Hancock Adviser;

 

· an interested director, officer or access person 3 of John Hancock Funds, LLC, John Hancock Distributors, LLC, or a John Hancock open-end or closed-end fund registered under the 1940 Act and are advised by a John Hancock Adviser; 4

 

· an employee of Manulife Financial Corporation (“MFC”) or its subsidiaries who participates in making recommendations for, or receives information about, portfolio trades or holdings of the John Hancock Affiliated Funds. The preceding excludes John Hancock Asset Management (U.S.) and John Hancock Asset Management (N.A.), and Declaration Management and Research, LLC each of whom have adopted their own code of ethics in accordance with Rule 204A-1 under the Advisers Act.

 

Please note that if a policy described below applies to you, it also applies to all accounts over which you have a beneficial interest. Normally, you will be deemed to have a beneficial interest in your personal accounts, those of a spouse, "significant other," minor children or family members sharing the same household, as well as all accounts over which you have discretion or give advice or information.   “Significant others” are defined for these purposes as two people who (1) share the same primary residence; (2) share living expenses; and (3) are in a committed relationship and intend to remain in the relationship indefinitely.

 

There are three categories for persons covered by the Code, taking into account their positions, duties and access to information regarding fund portfolio trades.  You have been notified about which of these categories applies to you, based on Code of Ethics Administration’s understanding of your current role.  If you have a level of investment access beyond your assigned category, or if you are promoted or change duties and as a result should more appropriately be included in a different category, it is your responsibility to notify Code of Ethics Administration.

 

Access Person Designations: The basic definitions of four categories, with examples, are provided below.  The more detailed definitions of each category are attached as Appendix A.

 

 

 

2 A “Supervised Employee” is defined by the Advisers Act to mean a partner, officer, director (or other person occupying a similar status or performing similar functions) or employee, as well as any other person who provides advice on behalf of the adviser and is subject to the adviser’s supervision and control. However, in reliance on the Prudential no-action letter, John Hancock does not treat as a “Supervised Employee” any of its “non-advisory personnel”, as defined below.

 

In reliance on the Prudential no-action letter, John Hancock treats as an “Advisory Person” any “Supervised Employee” who is involved, directly, or indirectly, in John Hancock Financial Services investment advisory activities, as well as any “Supervised Employee” who is an “Access Person.” John Hancock treats as “non-advisory personnel”, and does not treat as a “Supervised Person”, those individuals who have no involvement, directly or indirectly, in John Hancock investment advisory activities, and who are not “Access Persons.”

 

3 You are an “Access Person” if you are a “Supervised Person” who has access to non-public information regarding any client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any John Hancock Affiliated Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public.

 

4 Disinterested Trustees of John Hancock open-end and closed-end funds registered under the 1940 Act and advised by a John Hancock Adviser are subject to a separate Code of Ethics adopted by the Board of Trustees of each such fund.

 

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“Access Level I”

Investment Access

 

“Access Level II”

Regular Access

 

“Access Level III”

Periodic Access

A person who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund or account.

 

Examples :

 

·    Portfolio Managers

 

·    Analysts

 

·    Traders

 

A person who, in connection with his/her regular functions or duties, has regular access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any John Hancock Affiliated Fund or who is involved in making securities recommendations to clients, or who has regular access to such recommendations that are nonpublic

 

Examples:

 

·     Office of the Chief Compliance Officer

 

·     Fund Administration

 

·     Investment Management Services,

 

·     Administrative Personnel for Access Level I Persons

 

·     Technology Resources Personnel

 

·     Private Client Group Personnel

 

A person who, in connection with his/her regular functions or duties, has periodic access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any John Hancock Affiliated Fund.

 

Examples:

 

·     Legal Staff

 

·     Marketing

 

·     Product Development

 

·     E-Commerce

 

·     Corporate Publishing

 

·     Administrative Personnel for Access Level II Persons

   

3) Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions ?

 

If the Code describes “Personal Trading Requirements” (i.e., John Hancock Mutual Fund reporting requirement and holding period, the pre-clearance requirement, the ban on short-term profits, the ban on IPOs, the disclosure of private placement conflicts and the reporting requirements) that apply to your access category as described above, then the requirements apply to trades for any account in which you have a beneficial interest. Normally, this includes your personal accounts, those of a spouse, "significant other," minor children or family members sharing your household, as well as all accounts over which you have discretion or give advice or information. This includes all brokerage accounts that contain securities ( including brokerage accounts that only contain securities exempt from reporting, e.g., brokerage accounts holding shares of non- affiliated mutual funds ).

 

This also includes all accounts holding John Hancock Affiliated Funds as well as accounts in the MFC Global Share Ownership Plan.

 

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Accounts over which you have no direct or indirect influence or control are exempt. To prevent potential violations of the Code, you are strongly encouraged to request clarification for any accounts that are in question.

 

These personal trading requirements do not apply to the following securities:

 

· Direct obligations of the U.S. government (e.g., treasury securities) and indirect obligations of the U.S. government having less than one year to maturity;

 

· Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

 

· Shares issued by money market funds and all other open-end mutual funds registered under the 1940 Act that are not advised or subadvised by a John Hancock Adviser or another Manulife entity 5 ;

 

· Commodities and options and futures on commodities;

 

· Swaps on commodities; and

 

· Securities in accounts over which you have no direct or indirect influence or control.

 

Except as noted above, the Personal Trading Requirements apply to all securities, including:

 

· Stocks; including MFC Shares held in your Global Share Ownership Plan

 

· Bonds;

 

· Government securities that are not direct obligations of the U.S. government, such as Fannie Mae, or municipal securities, in each case that mature in more than one year;

 

· John Hancock Affiliated Funds; 4

 

· Closed-end funds;

 

· Options on securities, on indexes, and on currencies;

 

· Swaps on securities, on indexes, and on currencies;

 

· Limited partnerships;

 

· Exchange traded funds and notes;

 

· Domestic unit investment trusts;

 

· Non-US unit investment trusts and Non-US mutual funds;

 

· Private investment funds and hedge funds; and

 

· Futures, investment contracts or any other instrument that is considered a “security” under the Securities Act of 1933.

 

 

4 Different requirements apply to shares of John Hancock Affiliated Funds. See the section titled “Reporting Requirement and Holding Period for positions in John Hancock Affiliated Funds” on page 7 of this Code. A list of Affiliated Funds can be found within the document section of your employee work center on the Personal Trade Control Center System (PTCC)

 

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Preferred Brokerage Account Requirements:

 

This rule applies to new access persons commencing employment after January 1, 2008, plus any new brokerage accounts established by existing access persons.

 

While employed by John Hancock, you must maintain your accounts at one of the preferred brokers approved by John Hancock. Please find the list of preferred brokers in Appendix B .

 

Exceptions: With approval from Code of Ethics Administration, you can maintain a brokerage account at a broker-dealer other than the ones listed above if any of the following applies:

 

· it contains only securities that can't be transferred;

 

· it exists solely for products or services that one of the above broker/dealers cannot provide;

 

· it exists solely because your spouse's or significant other’s employer also prohibits external covered accounts;

 

· it is managed by a third-party registered investment adviser;

 

· it is restricted to trading interests in non-Hancock 529 College Savings Plans;

 

· it is associated with an ESOP (employee stock option plan) or an ESPP (employee stock purchase plan) in which a related covered person is the participant;

 

· it is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company in which regularly scheduled investments are made or planned;

 

· it is required by a trust agreement;

 

· it is associated with an estate of which you are the executor, but not a beneficiary, and your involvement with the account is temporary; or

 

· transferring the account would be inconsistent with other applicable rules.

 

What do I need to do to comply?

 

Upon designation as an Access Person, you have 45 calendar days to (i) qualify any non-compliant account as an exempt account or (ii) transfer all assets to a preferred broker and close the non-compliant account. You will need to contact Code of Ethics Administration to obtain an exemption request form to submit a request for permission to maintain a brokerage account with a broker/dealer not on John Hancock’s preferred broker list.

 

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4) Overview of Policies

 

    Access Level
I Person  
  Access Level
II Person
  Access Level
III Person
General principles   Yes   Yes   Yes
Reporting requirement and holding period for positions in John Hancock Affiliated Funds   Yes   Yes   Yes
Pre-clearance requirement   Yes   Yes   Limited
Pre-clearance requirement for initial public offerings (“IPOs”)   Prohibited   Yes   Yes
Pre-clearance requirement on private placements/ limited offerings   Yes   Yes   Yes
Ban on IPOs   Yes   No   No
Ban on short-term profits   Yes   Yes   No
Fund trade blackout period rule   Yes   Yes   No
Ban on speculative trading in MFC stock   Yes   Yes   Yes
Ban on ownership of publicly traded subadvisers and controlling parent   Yes   Yes   No
Reporting of gifts, donations, and inheritances   Yes   Yes   Yes
Duplicate confirms & statements   Yes   Yes   Yes
Initial & annual certification of the Code   Yes   Yes   Yes
Initial & annual holdings reporting   Yes   Yes   Yes
Quarterly personal transaction reporting   Yes   Yes   Yes
Disclosure of private placement conflicts   Yes   No   No
MFC Code of Business Conduct & Ethics   Yes   Yes   Yes
John Hancock Gift & Entertainment Policy for the Advisers   Yes   Yes   Yes
John Hancock Insider Trading Policy   Yes   Yes   Yes

 

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John Hancock Whistleblower Policy for the Advisers   Yes   Yes   Yes
Policy and Procedures Regarding Disclosure of Portfolio Holdings   Yes   Yes   Yes
Investment Professional Personal Security Ownership Disclosure   Yes   No   No

   

5) Policies in the Code of Ethics

 

John Hancock Affiliated Funds Reporting Requirement and Holding Period

 

Applies to:      All Access Levels

 

You must follow the reporting requirement and the holding period requirement specified below if you purchase either:

 

• a “John Hancock Mutual Fund” (i.e., a 1940 Act mutual fund that is advised or sub-advised by a John Hancock Adviser or by another Manulife entity); or

 

• a “John Hancock Variable Product” (i.e., contracts funded by insurance company separate accounts that use one or more portfolios of John Hancock Variable Insurance Trust).

 

The reporting requirement and the holding period requirement for positions in John Hancock Affiliated Funds do not include John Hancock money market funds and any dividend reinvestment, payroll deduction, systematic investment/withdrawal and/or other program trades.

 

Reporting Requirement:  You must report your holdings and your trades in a John Hancock Affiliated Fund held in an outside brokerage account. This is not a pre-clearance requirement—you can report your holdings after you trade by submitting duplicate confirmation statements to Code of Ethics Administration. You must also make sure that your holdings in a John Hancock Affiliated Fund are included in your Initial Holdings Report (upon hire or commencement of access designation).

 

If you purchase a John Hancock Variable Product, you must notify Code of Ethics Administration of your contract or policy number.

 

Code of Ethics Administration will rely on the operating groups of the John Hancock Affiliated Funds for administration of trading activity, holdings and monitoring of market timing policies;. i.e. John Hancock Signature Services, Inc. and the contract administrators supporting the John Hancock variable products.

 

Holding Requirement:  You cannot profit from the purchase and sale of a John Hancock Mutual Fund within 30 calendar days. The purpose of this policy is to address the risk, real or perceived, of manipulative market timing or other abusive practices involving short-term personal trading in the John Hancock Affiliated Funds. Any profits realized on short-term trades must be surrendered by check payable to John Hancock Advisers, LLC, which will be contributed to a charity of its choice. You may request an exemption from this policy for involuntary sales due to unforeseen corporate activity (such as a merger), or for sales due to hardship reasons (such as unexpected medical expenses) by sending an e-mail to the Chief Compliance Officer of your company.

 

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A list of Affiliated Funds can be found within the document section of your employee work center on the Personal Trade Control Center System (PTCC)

 

Pre-clearance Requirement of Securities Transactions

 

Applies to:     Access Level I Persons, Access Level II Persons

Also, for a limited category of trades :

   Access Level III Persons

 

Access Level I Persons and Access Level II Persons:  If you are an Access Level I Person or Access Level II Person, you must “pre-clear” (i.e., receive advance approval of) any personal securities transactions in the categories described in section 3: “Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions” on page 4 of the Code.

 

Due to this pre-clearance requirement, participation in investment clubs and special orders, such as “good until canceled orders” and “limit orders,” are prohibited.

 

Place day orders only, i.e., orders that automatically expire at the end of the trading session. Be sure to check the status of all orders at the end of the trading day and cancel any orders that have not been executed. If any Access Person leaves an order open and it is executed the next day (or later), the transaction will constitute a violation of the Code by the Access Person.

 

Limited Category of Trades for Access Level III Persons:  If you are an Access Level III Person, you must pre-clear transactions in securities of any closed-end funds advised by a John Hancock Adviser, as well as transactions in IPOs, private placements and limited offerings. An Access Level III Person is not required to pre-clear other trades. However, please keep in mind that an Access Level III Person is required to report covered securities transactions after every trade (even those that are not required to be pre-cleared) by requiring your broker to submit duplicate confirmation statements, as described in section 7: “Reports and Other Disclosures outside the Code of Ethics.”

 

Pre-clearance of IPOs, Private Placements and Limited Offerings Pre-clearance requests for these securities require some special considerations—the decision will take into account whether, for example: (1) the investment opportunity should be reserved for John Hancock clients; and (2) is it being offered to you because of your position with John Hancock. A separate procedure should be followed for requesting pre-clearance on these securities. See Appendix C.

 

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Pre-clearance of MFC securities:

 

Applies to:      Access Level I Persons, Access Level II Persons

 

All personal transactions in MFC securities including stock, company issued options, sell transactions in the MFC Global Share Ownership Plan, and any other securities such as debt must be pre-cleared.

 

Preclearance of Gifts and Donations of covered securities:

 

Applies to:      Access Level I Persons, Access Level II Persons

 

If you gift or donate shares of a reportable security it is considered a sale and you must receive preclearance approval. You must also ensure that the transaction is properly reported on your next quarterly transaction certification.

 

If denied, relief may be available with appeal to Code of Ethics Administration.

 

Pre-clearance Process:

 

You may pre-clear a trade through the Personal Trading Control Center (PTCC) System by following the steps outlined in the pre-clearance procedures, which are attached in Appendix C .

 

Please note that:

 

• You may not trade until clearance approval is received.  

 

• Clearance approval is valid only for the date granted (i.e. the pre-clearance requested date and the trade date should be the same).  

 

• A separate procedure should be followed for requesting pre-clearance of an IPO, a private placement, a limited offering as detailed in Appendix C .

 

Code of Ethics Administration must maintain a five-year record of all pre-clearances of private placement purchases by Access Level I Persons, and the reasons supporting the clearances.

 

The pre-clearance policy is designed to proactively identify potential “problem trades” that raise front-running, manipulative market timing or other conflict of interest concerns (example: when an Access Level II Person trades a security on the same day as a John Hancock Affiliated Fund).  

 

Certain transactions in securities that would normally require pre-clearance are exempt from the pre-clearance requirement in the following situations: (1) shares are being purchased as part of an automatic investment plan; (2) shares are being purchased as part of a dividend reinvestment plan; or (3) transactions are being made in an account over which you have designated a third party as having discretion to trade (you must have approval from the Chief Compliance Officer to establish a discretionary account).

 

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Ban on Short-Term Profits

 

Applies to:      Access Level I Persons, Access Level II Persons

 

If you are an Access Level I Person or Access Level II Person, you cannot profit from the purchase and sale (or sale and purchase) of the same (or equivalent) securities within 60 calendar days.   This applies to any personal securities trades in the categories described in section 3: “Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions” on page 4 of the Code, except for personal security trades of John Hancock Affiliated Funds which you cannot profit from within 30 days.  

 

You may invest in derivatives, excluding certain equity options on MFC securities 6 or sell short provided the transaction period exceeds the 60-day holding period

 

Remember, if you donate or gift a security, it is considered a sale and is subject to this rule.  

 

This restriction does not apply to trading within a sixty calendar day period if you do not realize a profit.

 

The purpose of this policy is to address the risk, real or perceived, of front-running, manipulative market timing or other abusive practices involving short-term personal trading. Any profits in excess of $100.00 realized on short-term trades must be surrendered by check payable to John Hancock Advisers, LLC, which will be contributed to a charity of its choice

 

You may request an exemption from this policy for involuntary sales due to unforeseen corporate activity (such as a merger), or for sales due to hardship reasons (such as unexpected medical expenses) from Code of Ethics Administration. In addition, transactions in securities with the following characteristics will typically be granted an exemption from this provision.

 

Market Cap Securities Exception: Pre-clearance requests in a security with a market capitalization of $5 billion or more would in most cases not be subject to the Ban on Short Term Profits because management has determined that transactions in these types of companies do not typically present any conflict of interest to the John Hancock Affiliated Funds.

 

Ban on IPOs

 

Applies to:       Access Level I Persons

 

If you are an Access Level I Person, you may not acquire securities in an IPO.  You may not purchase any newly-issued securities until the next business (trading) day after the offering date.  This applies to any personal securities trades in the categories described above in section 3: “Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions.”  

 

There are two main reasons for this prohibition: (1) these purchases may suggest that persons have taken inappropriate advantage of their positions for personal profit; and (2) these purchases may create at least the appearance that an investment opportunity that should have been available to the John Hancock Affiliated Funds was diverted to the personal benefit of an individual employee.

 

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You may request an exemption for certain investments that do not create a potential conflict of interest, such as: (1) securities of a mutual bank or mutual insurance company received as compensation in a demutualization and other similar non-voluntary stock acquisitions; (2) fixed rights offerings; or (3) a family member’s participation as a form of employment compensation in their employer’s IPO.

 

Ban on Speculative Transactions in MFC

 

Applies to:      All  Access Levels

 

All covered employees under this code are prohibited from engaging in speculative transactions involving securities of MFC, since these transactions might be seen as evidencing a lack of confidence in, and commitment to, the future of MFC or as reducing the incentive to maximize the performance of MFC and its stock price. Accordingly, all covered employees, as well as their family members, are prohibited from entering into any transaction involving MFC securities for their personal account which falls into the following categories:

 

1. Short sales of MFC securities

 

2. Buying put options or selling call options on MFC securities

 

Ban on ownership of securities of subadvisers

 

Applies to:     Access Level I and Access Level II Persons

 

As an Access Level I or Access Level II Person you are prohibited from purchasing securities of any subadviser of a John Hancock Affiliated Fund.

 

MFC securities are excluded from this prohibition for Access Level I & Access Level II Persons.

 

The current subadvisers that are prohibited are Pzena Investment Management, Inc. (PZN) and T. Rowe Price Group, Inc. (TROW).

 

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Ban on Restricted Securities

 

Applies to:      All  Access Levels

 

No pre-clearance will be approved for securities appearing on the John Hancock Restricted List. Securities are placed on the Restricted List if:

 

§ John Hancock or a member of John Hancock has received material non-public inside information on a security or company; or
§ In the judgment of the Legal Department, or Chief Compliance Officer circumstances warrant addition of a security to this list

 

The Restricted List is a confidential list of companies that is maintained for those access persons subject to this Code after taking into consideration the applicability of other restricted lists among the affiliated advisers.

 

Excessive Trading

 

Applies to:       All Access Levels

 

While active personal trading may not in and of itself raise issues under applicable laws and regulations, we believe that a very high volume of personal trading can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. Accordingly, an unusually high level of personal trading activity is strongly discouraged and may be monitored by Code of Ethics Administration to the extent appropriate for the category of person, and a pattern of excessive trading may lead to the taking of appropriate action under the Code.

 

An Access Person effecting more than 45 trades in a quarter, or redeeming shares of a John Hancock Affiliated Fund within 30 days of purchase, should expect additional scrutiny of his or her trades and he or she may be subject to limitations on the number of trades allowed during a given period.

 

Disclosure of Private Placement Conflicts

 

Applies to:       Access Level I Persons

 

If you are an Access Level I Person and you own securities purchased in a private placement, you must disclose that holding when you participate in a decision to purchase or sell that same issuer’s securities for a John Hancock Affiliated Fund.  This applies to any private placement holdings in the categories described above in section 3: “Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions” on page 4 of the Code. Private placements are securities exempt from SEC registration under section 4(2), section 4(6) and/or rules 504 –506 under the Securities Act.  

 

The investment decision must be subject to an independent review by investment personnel with no personal interest in the issuer.

 

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The purpose of this policy is to provide appropriate scrutiny in situations in which there is a potential conflict of interest.

 

Seven Day Blackout Period

 

Applies to:       Access Level I Persons

 

An Access Level I Person is prohibited from buying or selling a security within seven calendar days before and after that security is traded for a fund that the Person manages unless no conflict of interest exists in relation to that security as determined by Code of Ethics Administration. If a conflict exists, Code of Ethics will report conflict to Ethics Oversight Committee for review.

 

In addition, Access Level I Persons are prohibited from knowingly buying or selling a security within seven calendar days before and after that security is traded for a John Hancock Affiliated Fund unless no conflict of interest exists in relation to that security.   This applies to any personal securities trades in the categories described above in section 3: “Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions” on page 4 of the Code.   If a John Hancock Affiliated Fund trades in a security within seven calendar days before or after an Access Level I Person trades in that security, the Person may be required to demonstrate that he or she did not know that the trade was being considered for that John Hancock Affiliated Fund.

 

You will be required to sell any security purchased in violation of this policy unless it is determined that no conflict of interest exists in relation to that security (as determined by Code of Ethics Administration Any profits realized on trades determined by Code of Ethics Administration to be in violation of this policy must be surrendered by check payable to John Hancock Advisers, LLC, which will be contributed to a charity of its choice.   

 

Three Day Blackout Period

 

Applies to:       Access Level II Persons

 

An Access Level II Person is prohibited from knowingly buying or selling a security within three calendar days before and after that security is traded for a John Hancock Affiliated Fund unless no conflict of interest exists in relation to that security as determined by Code of Ethics Administration. . If a conflict exists, Code of Ethics will report conflict to Ethics Oversight Committee 7 for review.

 

.This applies to any personal securities trades in the categories described above in section 3: “Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions” on page 4 of the Code.   If a John Hancock Affiliated Fund trades in a security within three calendar days before or after the Person trade in that security, you may be required to demonstrate that the Person did not know that the trade was being considered for that John Hancock Affiliated Fund.

 

 

7 The Ethics Oversight Committee shall consist of the Chief Executive Officer, Chief Compliance Officer, Chief Investment Officer, Chief Legal Officer, Chief Financial Officer of the Trusts, Chief Counsel of Global Compliance, Chief Compliance Officer of US Compliance, President of John Hancock Asset Management (U.S.) and a Senior Representative from Human Resources

 

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You will be required to sell any security purchased in violation of this policy unless it is determined that no conflict of interest exists in relation to that security as determined Code of Ethics Administration.  Any profits realized on trades determined by Code of Ethics Administration to be in violation of this policy must be surrendered by check payable to John Hancock Advisers, LLC, which will be contributed to a charity of its choice.   

 

Restriction on Securities under Active Consideration

 

Applies to:       Access Level  I & Access Level II Persons

 

Access Level I Persons and Access Level II Persons are prohibited from buying or selling a security if the security is being actively traded by a John Hancock Affiliated Fund.

 

Exceptions:

 

The Personal Trading and Reporting System will utilize the following exception criteria when determining approval or denial of pre-clearances requests:

 

De Minimis Trading Rule: Pre-clearance requests for 500 shares or less of a particular security with a market value of $25,000.00 or less, aggregated daily, would, in most cases, not be subject to the blackout period restrictions and the restriction on actively traded securities because management has determined that transactions of this size do not typically present any conflict of interest as long as the requestor is not associated with the conflicting fund or account.

 

Market Cap Securities Exception: Pre-clearance requests in a security with a market capitalization of $5 billion or more would in most cases except where another conflict occurs such as frontrunning violation, not be subject to the blackout period restrictions and the restriction on actively traded securities because management has determined that transactions in these types of companies do not typically present any conflict of interest as long as the requestor is not associated with the conflicting fund or account.

 

Trading in Exchange Traded Funds/Notes and Options on covered securities

 

Exchange Traded Funds, Exchange Traded Notes and Options on covered securities are required to receive pre-clearance approval prior to trading. However if the Exchange Traded Fund/Note or Option has an average market capitalization of $5 billion or more; or is based on a non-covered security; or is based on one of the following broad based indices it will be treated as a market cap exception security.

 

· the S&P 100, S&P Midcap 400, S&P 500, FTSE 100, and Nikkei 225;
· Direct obligations of the U.S. Government (e.g., treasury securities)
· Indirect obligations of the U.S. Government with a maturity of less than 1 year (GNMA)
· Commodities;
· Foreign currency

 

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6) Policies Outside of the Code of Ethics

 

The John Hancock Affiliated Funds have certain policies that are not part of the Code, but are equally important:

 

MFC Code of Business Conduct & Ethics

 

Applies to:      All Covered Employees

 

The MFC Code of Business Conduct and Ethics (the “MFC Code”) provides standards for ethical behavior when representing the Company and when dealing with employees, field representatives, customers, investors, external suppliers, competitors, government authorities and the public.

 

The MFC Code applies to directors, officers and employees of MFC, its subsidiaries and controlled affiliates. Sales representatives and third party business associates are also expected to abide by all applicable provisions of the MFC Code and adhere to the principles and values set out in the MFC Code when representing Manulife to the public or performing services for, or on behalf of, Manulife.

 

Other important issues in the MFC Code include:

 

§ MFC values – P.R.I.D.E.;

 

§ Ethics in workplace;

 

§ Ethics in business relationships;

 

§ Misuse of inside information;

 

§ Receiving or giving of gifts, entertainment or favors;

 

§ Misuse or misrepresentation of your corporate position;

 

§ Disclosure of confidential or proprietary information;

 

§ Disclosure of outside business activities;

 

§ Antitrust activities; and

 

§ Political campaign contributions and expenditures relating to public officials.

 

John Hancock Gift & Entertainment Policy

 

Applies to:      All Covered Employees

 

You are subject to the Gift and Entertainment Policy for the John Hancock Advisers which is designed to prevent the appearance of an impropriety, potential conflict of interest or improper payment.

 

The Gift & Entertainment Policy covers many issues relating to giving and accepting of gifts and entertainment when dealing with business partners, such as:

 

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§ Gift & Business Entertainment Limits
§ Restrictions on Gifts & Entertainment
§ Reporting of Gifts & Entertainment

 

John Hancock Insider Trading Policy

 

Applies to:      All Covered Employees

 

The antifraud provisions of the federal securities laws generally prohibit persons with material non-public information from trading on or communicating the information to others.  Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences.  While Access Level I Persons are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all persons covered under this code and extend to activities both related and unrelated to your job duties.

 

The John Hancock Insider Trading Policy (the “Insider Trading Policy”) covers a number of important issues, such as:

· Possession of material non-public information
· The misuse of material non-public information
· Restricting access to material nonpublic information

 

John Hancock Whistleblower Policy

 

Applies to:      All Covered Employees

 

The Audit Committee of the mutual funds’ Board of Trustees investigates improprieties or suspected improprieties in the operations of a fund and has established procedures for the confidential, anonymous submission by employees of John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC.  (collectively the “Advisers”) or any other provider of accounting related services, of complaints regarding accounting, internal accounting controls, auditing matters or violations of securities law. 

 

The objective of this policy is to provide a mechanism by which complaints and concerns regarding accounting, internal accounting controls, auditing matters or violations of securities law may be raised and addressed without the fear or threat of retaliation.  The funds desire and expect that the employees and officers of the Advisers, or any other service provider to the funds will report any complaints or concerns they may have regarding accounting, internal accounting controls or auditing matters.

 

Persons may submit complaints or concerns to the attention of funds’ Chief Compliance Officer by sending a letter or other writing to the funds’ principal executive offices, by telephone call to or an email to the Ethics Hotline, Ethics Hotline can be reached at 1-866-294-9534, or through the Ethicspoint website at www.manulifeethics.com. The Ethics Hotline and Ethicspoint website are operated by an independent third party, which maintains the anonymity of all complaints. Complaints and concerns may be made anonymously to the funds’ Chief Compliance Officer. In addition any complaints or concerns may also be communicated anonymously, directly to any member of the Audit Committee.

 

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Policy and Procedures Regarding Disclosure of Portfolio Holdings

 

Applies to:     All Covered Employees

 

It is our policy not to disclose nonpublic information regarding Fund portfolio holdings except in the limited circumstances noted in this Policy. You can only provide nonpublic information regarding portfolio holdings to any person, including affiliated persons, on a “need to know” basis ( i.e., the person receiving the information must have a legitimate business purpose for obtaining the information prior to it being publicly available and you must have a legitimate business purpose for disclosing the information in this manner). We consider nonpublic information regarding Fund portfolio holdings to be confidential and the intent of the policy and procedures is to guard against selective disclosure of such information in a manner that would not be in the best interest of Fund shareholders.

 

A listing of other corporate and divisional policies with which you should be familiar is listed in Appendix D .

 

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7) Reports and Other Disclosures outside the Code of Ethics

 

Broker Letter/Duplicate Confirm Statements

 

Applies to:       All Access Levels

 

In accordance with Rule 17j-1(d) (2) under the 1940 Act and Rule 204A-1(b) under the Advisers Act, you are required to report to Code of Ethics Administration each transaction in any reportable security. This applies to any personal securities trades in the categories described above in section 3: “Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions” on page 3 of the Code, as well as trades in John Hancock Affiliated Funds.

 

To comply with these rules noted above you are required by this Code and by the Insider Trading Policy to inform your broker-dealer that you are employed by a financial institution.  Your broker-dealer is subject to certain rules designed to prevent favoritism toward your accounts.  You may not accept negotiated commission rates that you believe may be more favorable than the broker grants to accounts with similar characteristics.

 

When a brokerage account in which you have a beneficial interest is opened you must do the following before any trades are made:

 

· Notify the broker-dealer with which you are opening an account that you are an employee of John Hancock;

 

· Notify the broker-dealer if you are registered with the Financial Industry Regulatory Authority (the successor to the National Association of Securities Dealers) or are employed by John Hancock Funds, LLC or John Hancock Distributors, LLC

 

· Notify Code of Ethics Administration, in writing, to disclose the new brokerage account before you place any trades,

 

Code of Ethics Administration will notify the broker-dealer to have duplicate written confirmations of any trade, as well as statements or other information concerning the account, sent to John Hancock, Code of Ethics Administration, 601 Congress Street, 11 th Floor, Boston, MA 02210-2805.

 

Code of Ethics Administration may rely on information submitted by your broker as part of your reporting requirements under the Code.

 

Investment Professional Disclosure of Personal Securities Conflicts  

 

Applies to:      Access Level I

 

As an investment professional, you must promptly disclose your direct or indirect beneficial interest in a security that is under consideration for purchase or sale in a John Hancock Affiliated Fund or account. See Appendix E.

 

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8)  Reporting Requirements and Other Disclosures inside the Code of Ethics

 

Initial/Annual Brokerage Holdings Report

 

Applies to:         All Access Levels

 

In accordance with Rule 17j-1(d) under the 1940 Act and Rule 204A-1(b) under the Advisers Act; you must file an initial holdings report within 10 calendar days after becoming an Access Person. The information must be current as of a date no more than 45 days prior to your becoming an Access Person.

 

In addition, on an annual basis you must also certify to an annual holdings report within 45 calendar days after the required certification date determined by Code of Ethics Administration. The information in the report must be current as of a date no more than 45 days prior to the date the report is submitted. This applies to any personal securities holdings in the categories described in section 3: “Which Accounts and Securities are Subject to the Code’s Personal Trading Restrictions” found on page 3 of the Code. It also includes holdings in John Hancock Affiliated Funds, including holdings in the John Hancock 401(k) plan. 

 

You will receive an annual holdings certification request from Code of Ethics Administration. Your annual holdings certification requirement will ask you to log into the Personal Trading Control Center (PTCC), https://hancock.complysci.com to certify that the system has accurately captured all your reportable security holdings as of the certification date.

 

Holdings in John Hancock Affiliated Funds & Variable Products must be reported, regardless of where they are held.

 

Holdings in your Global Share Ownership program of Manulife Financial Corporation, Inc. (MFC) stock must be reported.

 

Even if you have no holdings to report you will be asked to complete this requirement.

 

Quarterly Brokerage Account & Transaction Certification

 

   Applies to:     All Access Levels

 

In accordance with Rule 17j-1(d) under the 1940 Act and Rule 204A-1(b) under the Advisers Act, on a quarterly basis, all access persons are required to certify to a listing of brokerage accounts and all transactions in these brokerage accounts, as well as transactions in John Hancock Affiliated Funds, have been effected in accordance with the Code. Within 30 calendar days after the end of each calendar quarter, you will be asked to log into the Personal Trading Control Center (PTCC) System to certify that the system has accurately captured all brokerage accounts and the covered security transactions in these accounts for the preceding calendar quarter.

 

All transactions in John Hancock Affiliated Funds and Variable Products must be reported. .

 

Only voluntary transactions, such as fund exchanges, need to be reported for transactions in your John Hancock 401(k) Savings account.

 

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Global Share Ownership Plan:

 

Only sell transactions of MFC stock in your Global Share Ownership plan need to be reported.

 

Even if you have no accounts or transactions to report you will be asked to complete the certification.

 

For each contract or account you must certify that the following information is captured accurately:

 

· Account number
· Account registration
· Brokerage Firm

 

For each transaction required to be reported you must certify the following information was captured accurately:

 

· the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

 

· the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition);

 

· the price at which the transaction was effected;

 

· the name of the broker, dealer or bank with or through which the transaction was effected; and

 

Annual Certification of Code of Ethics

 

   Applies to:      All Access Levels

 

At least annually (or additionally when the Code has been materially changed), you must provide a certification at a date designated by Code of Ethics Administration that you:

 

(1) have read and understood the Code;  

 

(2) recognize that you are subject to its policies; and

 

(3) have complied with its requirements.  

 

You are required to make this certification to demonstrate that you understand the importance of these policies and your responsibilities under the Code.

 

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Reporting of Gifts, Donations, and Inheritances

 

Applies to:      All Access Levels

 

· For Access Level III Persons: If you gift or donate shares of a reportable security it is considered a sale and you must notify Code of Ethics Administration of the gift or donation on the date given. You must also make sure the transaction is properly reported on your next quarterly transaction certification.

 

· If you receive a gift or inherit a reportable security you must report the new holding to Code of Ethics Administration within 30 days of receipt and you must ensure the holding is properly reported on your next annual holdings certification.

 

9) Subadviser Compliance

 

A subadviser to a John Hancock Affiliated Fund has a number of code of ethics responsibilities:

 

· The sub-adviser must have adopted their own code of ethics in accordance with Rule 204A-1(b) under the Advisers Act which has been approved by the respective board

 

· On a quarterly basis, each sub-adviser certifies compliance with their code of ethics or reports material violations if such have occurred; and

 

· Each sub-advisor must report quarterly to the Chief Compliance Officer, any material changes to its code of ethics

 

Adoption and Approval

 

The Board of a John Hancock Affiliated Fund, including a majority of the Fund’s Independent Board Members, must approve the code of ethics of the Fund’s adviser, subadviser or principal underwriter (if an affiliate of the underwriter serves as a Board member or officer of the Fund or the adviser) before initially retaining its services.

 

Any material change to a code of ethics of a subadviser to a fund must be approved by the Board of the John Hancock Affiliated Fund, including a majority of the Fund’s Independent Board Members, no later than six months after adoption of the material change.

 

The Board may only approve the code if they determine that the code:

 

· contains provisions reasonably necessary to prevent the subadviser’s Access Persons (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from engaging in any conduct prohibited by Rule 17j-1 and 204A-1;

 

· requires the subadviser’s Access Persons to make reports to at least the extent required in Rule 17j-1(d) and Rule 204A-1(b);

 

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· requires the subadviser to institute appropriate procedures for review of these reports by management or compliance personnel (as contemplated by Rule 17j-1(d)(3) and Rule 204 A-1(a)(3);

 

· provides for notification of the subadviser’s Access Persons in accordance with Rule 17j-1(d)(4) and Rule 204A-1(a)(5);

 

· requires the subadviser’s Access Persons who are Investment Personnel to obtain the pre-clearances required by Rule 17j-1(e); and

 

· requires the subadviser’s Access Persons to obtain the pre-clearances required by Rule 204A-1(c)

 

The Chief Compliance Officer of the John Hancock Affiliated Funds oversees each of the fund’s sub-adviser’s to ensure compliance with each of the provisions included in this section.

 

Subadviser Reporting & Recordkeeping Requirements

 

Each subadviser must provide an annual report and certification to the relevant John Hancock Adviser and the Board in accordance with Rule 17j-1(c) (2) (ii).  The subadviser must also provide other reports or information that the relevant John Hancock Adviser may reasonably request.

 

The subadviser must maintain all records for its Access Persons, as required by Rule 17j-1(f).

 

10) Reporting to the Board

 

No less frequently than annually, John Hancock and each subadviser will furnish to the Board of each John Hancock Affiliated Fund a written report that:

 

• describes issues that arose during the previous year under the code of ethics or the related procedures, including, but not limited to, information about material code or procedure violations, as well as any sanctions imposed in response to the material violations, and

 

• certifies that each entity has adopted procedures reasonably necessary to prevent its Access Persons from violating its code of ethics.

 

11) Reporting Violations  

 

If you know of any violation of the Code, you have a responsibility to promptly report it to the Chief Compliance Officer of your company.  You should also report any deviations from the controls and procedures that safeguard John Hancock and the assets of our clients.  

 

Since we cannot anticipate every situation that will arise, it is important that we have a way to approach questions and concerns. Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

 

Speak to your manager, a member of the Human Resources Department or Law Department or your divisional compliance officer if you have:

 

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- a doubt about a particular situation;

- a question or concern about a business practice; or

- a question about potential conflicts of interest

 

You may report suspected or potential illegal or unethical behavior without fear of retaliation. John Hancock does not permit retaliation of any kind for good faith reports of illegal or unethical behavior.

 

Concerns about potential or suspected illegal or unethical behavior should be referred to a member of the Human Resources or Law Department.

 

Unethical, unprofessional, illegal, fraudulent or other questionable behavior may also be reported by calling a confidential toll free Ethics Hotline or at www.ManulifeEthics.com .

 

Ethics Hotline can be reached at 1-866-294-9534.

 

12) Interpretation and Enforcement 

 

The Code cannot anticipate every situation in which personal interests may be in conflict with the interests of our clients and fund investors.  You should be responsive to the spirit and intent of the Code as well as its specific provisions.  

 

When any doubt exists regarding any Code provision or whether a conflict of interest with clients or fund investors might exist, you should discuss the situation in advance with the Chief Compliance Officer of your company.  The Code is designed to detect and prevent fraud against clients and fund investors, and to avoid the appearance of impropriety.  

 

The Chief Compliance Officer has general administrative responsibility for the Code as it applies to the covered employees; an appropriate member of Code of Ethics Administration will administer procedures to review personal trading activity. Code of Ethics Administration also regularly reviews the forms and reports it receives. If these reviews uncover information that is incomplete, questionable, or potentially in violation of the rules in this document, Code of Ethics Administration will investigate the matter and may contact you.

 

Ethics Oversight Committee approves amendments to the code of ethics and dispenses sanctions for violations of the code of ethics.  The Boards of the John Hancock Affiliated Funds also approve amendments to the Code and authorize sanctions imposed on Access Persons of the Funds.  Accordingly, Code of Ethics Administration will refer violations to Ethics Oversight Committee and/or the Fund Boards for review and recommended action based on the John Hancock Advisers Schedule of Fines and Sanctions.  See Appendix F .

 

The following factors will be considered when determining a fine or other disciplinary action:  

 

• the person's position and function (senior personnel may be held to a higher standard);

 

• the amount of the trade;

 

• whether the John Hancock Affiliated Funds hold the security and were trading the same day;

 

• whether the violation was by a family member;

 

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• whether the person has had a prior violation and which policy was involved; and

 

• whether the employee self-reported the violation.       

 

John Hancock takes all rule violations seriously and, at least once a year, provides the Board of the John Hancock Affiliated Funds with a summary of all material violations and sanctions, significant conflicts of interest and other related issues for their review.  Sanctions for violations could include (but are not limited to) fines, limitations on personal trading activity, suspension or termination of the violator's position with John Hancock and/or a report to the appropriate regulatory authority.

 

You should be aware that other securities laws and regulations not addressed by the Code may also apply to you, depending on your role at John Hancock .

 

John Hancock and the Ethics Oversight Committee retain the discretion to interpret the Code’s provisions and to decide how they apply to any given situation.

 

13) Exemptions & Appeals

 

Exemptions to the Code may be granted by the Chief Compliance Officer where supported by applicable facts and circumstances. If you believe that you have a situation that warrants an exemption to the any of the rules and restrictions of this Code you need to complete a “Code of Ethics Exemption Request Form” to request approval from the Chief Compliance Officer.

 

Exemption requests which pose a conflict of interest for the Chief Compliance Officer will be escalated to the Ethics Oversight Committee for review and consideration.

 

Sole discretion Exemption: A transaction does not need to be pre-cleared if it takes place in an account that Code of Ethics Administration has approved in writing as exempt from the pre-clearance requirement. In the sole discretion of Code of Ethics Administration and the Chief Compliance Officer, accounts that will be considered for exclusion from the pre-clearance requirement are only those for which an employee’s securities broker or investment advisor has complete discretion. Employees wishing to seek such an exemption must complete a “Pre-Clearance Waiver Form for Sole Discretion Accounts” and satisfy all requirements.

 

These forms can be obtained by contacting Code of Ethics Administration.

 

You will be notified of the outcome of your request by the Code of Ethics Administrator and/or the Chief Compliance Officer.

 

Appeals: If you believe that your request has been incorrectly denied or that an action is not warranted, you may appeal the decision. To make an appeal, you need to give Code of Ethics Administration a written explanation of your reasons for appeal within 30 days of the date that you were informed of the decision. Be sure to include any extenuating circumstances or other factors not previously considered. During the review process, you may, at your own expense, engage an attorney to represent you. Code of Ethics Administration may arrange for Ethics Oversight Committee or other parties to be part of the review process.

 

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14) Education of Employees  

 

This Code constitutes the code of ethics required by Rule 17j-1 under the 1940 Act and by Rule 204A-1 under the Advisers Act for John Hancock. Code of Ethics Administration will provide a paper copy or electronic version of the Code (and any amendments) to each person subject to the Code. Code of Ethics Administration will also administer training to employees on the principles and procedures of the Code and other related policies.

15) Recordkeeping

 

Code of Ethics Administration will maintain:

 

· a copy of the current Code for John Hancock and a copy of each code of ethics in effect at any time within the past five years.

 

· a record of any violation of the Code, and of any action taken as a result of the violation, for six years.

 

· a copy of each report made by an Access Person under the Code, for six years (the first two years in a readily accessible place).

 

· a record of all persons, currently or within the past five years, who are or were required to make reports under the Code.  This record will also indicate who was responsible for reviewing these reports.

 

· a copy of each Code report to the Fund Boards, for six years (the first two years in a readily accessible place).

 

· a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Access Level I Persons of IPOs or private placement securities, for six years.

 

· a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Access Person of the John Hancock Advisers IPOs or private placement securities, for six years.

 

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Appendix A — Access Person Categories

 

You have been notified about which of these categories applies to you, based on Code of Ethics Administration’s understanding of your current role.  If you have a level of investment access beyond that category, or if you are promoted or change duties and as a result should more appropriately be included in a different category, it is your responsibility to immediately notify the Chief Compliance Officer of your company.

 

1) Access Level I - Investment Access Person: An associate, officer or non-independent board member of a John Hancock Adviser who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the John Hancock Affiliated Funds.
(Examples: Portfolio managers; analysts; and traders)

 

2) Access Level II - Regular Access Person: An associate, senior officer (vice president and higher) or non- independent board member of John Hancock Funds; a John Hancock Adviser; John Hancock Funds, LLC; John Hancock Trust; John Hancock Distributors, LLC, or other John Hancock entity who, in connection with his/her regular functions or duties, has regular access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any John Hancock Affiliated Fund; or who is involved in making securities recommendations to clients, or who has regular access to such recommendations that are nonpublic.

 

(Examples: Office of the Chief Compliance Officer, Fund Administration, Investment Management Services, Administrative Personnel supporting Access Level I Persons, Technology Resources Personnel with access to investment systems, Private Client Group Personnel, and anyone else that Code of Ethics Administration deems to have regular access.)

 

3) Access Level III – Periodic Access Person: An associate, officer (assistant vice president and higher) or non-independent board member of John Hancock Funds; a John Hancock Adviser; John Hancock Funds, LLC; John Hancock Trust; John Hancock Distributors, LLC or other John Hancock entity who, in connection with his/her regular functions or duties, has periodic access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any John Hancock Affiliated Fund.

 

Examples: (Legal staff, Marketing, Product Development, E-Commerce, Corporate Publishing, Administrative Personnel supporting Access Level II Persons, and anyone else that Code of Ethics Administration deems to have periodic access.)

 

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Appendix B — Preferred Brokers List While employed by John Hancock, you must maintain your accounts at one of the preferred brokers approved by John Hancock. The following are the preferred brokers for you to maintain your covered accounts:

 

1. Ameriprise 2. Bank of Oklahoma
3. Bank of Texas 4. Barclays Wealth Management
5. Brave Warrior Advisors 6. Charles Schwab
7. Chase Investment Services 8. Citigroup
9. Constellation Wealth Management 10. Credit Suisse
11. DB Alex Brown 12. Edward Jones
13. E*Trade 14. Fidelity
15. First Republic 16. Goldman Sachs Wealth Management
17. HSBC Private Bank 18. Interactive Brokers
19. JB Were 20. JP Morgan Private Bank
21. JP Morgan Securities 22. Lincoln Financial
23. Merrill Lynch & Bank of America 24. Morgan Stanley Private Wealth
25. Morgan Stanley Smith Barney 26. Northern Trust
27. Northern Trust Institutional 28. Oppenheimer & Co.
29. OptionsXpress 30. Pershing Advisor Solutions
31. Piper Jaffray 32. Raymond James
33. Revolution Capital 34. Robert W. Baird & Company
35. Sanders Morris Harris 36. Scottrade
37. Stifel 38. TD Ameritrade
39. T. Rowe Price 40. Thompson Davis & Co.
41.. UBS 42. US Trust (BofA3. Wachovia / Wells Fargo

 

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Appendix C — Pre-clearance Procedures

 

Submitting a Standard Trade Preclearance Request:

 

Click on the blue arrowhead next to Preclearance and click > Trade Request .

You will be directed to the Request Preclearance for a Trade page.

 

 

Request Preclearance for a Trade: The fields on this page are as follows ( you may or may not see all fields, depending on your firm’s PTCC setup ):

 

Instructions This field contains your firm’s preclearance instructions. Read these instructions carefully before proceeding with your request.

 

Transaction Type Select “Buy” or “Sell” as appropriate. Depending on your firm’s PTCC setup, “Sell Short” and “Cover Short” transaction types may also be available.

 

Quantity Type the quantity that you are requesting into the box provided. For options, enter the number of shares, not the number of contracts. For bonds, enter the dollar face value (e.g., 35 bonds for $1000 should be entered as 35,000).

 

Security You must select the security from the security master by using the lookup function (click > lookup ). The lookup function allows you to search by Symbol (ticker), security identifier, company name, description, and or security type. When you locate the correct security in the lookup screen, click on the ticker to populate the Security field on the form.

 

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Special Request Check this box if your request is a “Special Request” as defined by your firm in the Instructions. Otherwise, leave the box unchecked.

 

Additional Info Enter any additional information required by your firm into the box provided. Please see the Instructions to determine what information (if any) is required.

 

When you have completed the applicable fields, click > Submit Request at the bottom of the screen.

You will be directed to a confirmation page, where you may proceed with the request by clicking > Confirm Request .

 

You will be directed to the Trade Preclearance Request Details page.

 

 

Trade Preclearance Request Details

 

This page displays a summary of your request, along with the Request Status. The Request Status gives you the firm’s decision regarding permission to carry out the requested trade; it will be Allowed (highlighted in green), Pending (highlighted in yellow), or Denied (highlighted in pink). If the request status is Pending, then your compliance department will receive a notification that there is a request requiring their review. When they make a decision (Allow or Deny), you will be notified via email that your preclearance request has been updated; you may log on to PTCC to view the details.

 

Shortcuts to the Trade Preclearance Request Page

A link is available on the Security Details page that will allow you to move directly to a preclearance form where the Security field is pre-populated. You may reach this page by locating a security via the Security Lookup – Advanced Search feature or by clicking on the magnifying glass icon next to a ticker displayed in PTCC.

 

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Security Details Page

On the Security Details page, click > Request Trade preclearance for this Security . You will be directed to the Request Preclearance for a Trade page, where the security will already be populated in the Security field. A similar feature is available on the Transactions page. If you already hold a security, then you can drill down to the Transactions page for that holding to access this feature.

 

 

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Request Trade Preclearance Link on Transactions Page

 

Click > Request Trade preclearance for this Security (near the bottom of the page). You will be directed to the Request Preclearance for a Trade page, where the security will already be populated in the Security field.

 

Submitting IPO / Private Placement Preclearance:

 

Click on the blue arrowhead next to Preclearance and click > IPO / Private Placement Request .

 

You will be directed to the Request IPO / Private Placement / Other Preclearance page

 

 

Request IPO / Private Placement / Other Preclearance Screen

 

This page consists of a list of questions required by the firm to determine pre-clearance. First, read the Instructions provided in the box at the top of the screen – these are instructions for how to complete the questions.

 

After reading the instructions, respond to the questions listed by using the Respond function.

 

If the following message is displayed below a question, then you must respond to the question before you will be able to submit the request: A response if required for this question .

 

When you have finished answering all of the relevant questions, click > Submit Request .

 

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Y ou will be directed to a confirmation page, where you may proceed with the request by clicking > Confirm Request .

 

You will be directed to the IPO / Private Placement / Other Preclearance Request Details page.

 

 

IPO / Private Placement / Other Preclearance Request Details

 

This page displays a summary of your request, along with the Request Status. The Request Status gives you the firm’s decision regarding permission to carry out the requested transaction; it will be Allowed (highlighted in green), Denied (highlighted in pink), or, most likely, Pending (highlighted in yellow).

If the request status is Pending, then your compliance department will receive a notification that there is a request requiring their review. When they make a decision (Allow or Deny), you will be notified via email that your preclearance request has been updated; you may log on to PTCC to view the details.

 

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Appendix D — Other Important Policies outside the Code

 

1) Policy Regarding Dissemination of Mutual Fund Portfolio Information    
     
2) Manulife Financial Corporation Anti-Fraud Policy
     
3) John Hancock Anti-Money Laundering (AML) and Anti-Terrorist Financing (ATF) Program
     
4) Conflict of Interest Rules for Directors and Officers
     
5) John Hancock Non Cash Compensation Policy

 

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Appendix E — Investment Professional Disclosure of Personal Securities Conflicts

 

As an investment professional, Access Level I Persons, you must promptly disclose your direct or indirect beneficial interest in a security that is under consideration for purchase or sale in a John Hancock Affiliated Fund or account. You are required to follow the following guidelines.

 

If you or a member of your family own:

 

a 5% or greater interest in a company, John Hancock Affiliated Funds and its affiliates may not make any investment in that company;

 

a 1% or greater interest in a company, you cannot participate in any decision by John Hancock Funds and its affiliates to buy or sell that company’s securities;

 

ANY other interest in a company, you cannot recommend or participate in a decision by John Hancock Affiliated Funds, and its affiliates to buy or sell that company’s securities unless your personal interest is fully disclosed at all stages of the investment decision.

 

In such instances, you must initially disclose that beneficial interest orally to the primary portfolio manager (or other appropriate analyst) of the Affiliated Fund or account or the appropriate Chief Investment Officer. Following the oral disclosure, you must send a written acknowledgement to the primary portfolio manager with a copy to the Code of Ethics Administration Department.

 

For the purposes of this requirement investment professionals are defined as analysts and portfolio managers.

 

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Appendix F — John Hancock Advisers Schedule of Fines and Sanctions

 

 

 

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Appendix G — Chief Compliance Officers and Code of Ethics Contacts

 

Entity Chief Compliance Officer
John Hancock Advisers, LLC Frank Knox – 617-663-2430
John Hancock Investment Management Services, LLC Frank Knox
Each open-end and closed-end fund advised by a John Hancock Adviser Frank Knox
John Hancock Funds, LLC Michael Mahoney - 617-663-3021
John Hancock Distributors, LLC Michael Mahoney – 617-663-3021

 

Code of Ethics Contact Phone number
Fred Spring 617-663-3485
John Paul Botcheller 617-663-3479

 

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Exhibit (p)(2)

 

Global Code of Ethics

 

 

 

 

 
 

 

 

Every day we make individual choices which reflect on the collective reputation of the Manulife and John Hancock brands. Our global standards for business ethics and our well-regarded reputation for integrity differentiate our brands in the marketplace and have been critical factors in our past as well as our future success. We are proud of Manulife Asset Management's culture of doing business the right way and we want to underscore the need to continue to conduct our business in this manner.

 

To this end, Manulife Asset Management has adopted this Global Code of Ethics to promote compliance with applicable law as well as to address certain potential and actual conflicts of interests which can arise between our personal investment decisions and the interests of our clients. This Global Code of Ethics has been designed to reflect our values as a global organization and demonstrate the importance of the trust our clients have placed in Manulife Asset Management and the duties we owe to our clients.

 

     
Warren Thomson   Christopher Conkey
     
Barry Evans   Jacqui Allard
     
Michael Dommermuth    

 

Code Version: September 1, 2013

 

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PART 1: Purpose & Applicability 4
     
1.1 Purpose 4
1.2 Code Applicability—MAM Associates & Access Persons 4
1.3 Report Changes to Access Person Status 5
1.4 Code Certification 5
1.5 Reporting Violations of the Code as well as Manulife and MAM Policies 5
1.6 Supervisory Oversight & Personal Liability 5
     
PART 2: Principles of Business Conduct 6
     
2.1 General Principles of Business Conduct 6
2.2 Personal Trading & Conflicts of Interests 6
2.3 Confidential Investment Information 7
2.4 False Rumors 7
2.5 Outside Business Activities 7
2.6 Other MAM & Manulife Compliance Requirements 7
     
PART 3: Personal Investing Restrictions & Limitations 8
     
3.1 What Securities are Subject to the Code’s Personal Trading Restrictions & Requirements? 8
3.2 Restrictions on Securities under Active Consideration 8
3.3 Restrictions on Manulife Securities 8
3.4 Preclearance Approval Requirement 9
3.5 Special Pre-Clearance Approval Requirement for Level 3 Access Persons Only 9
3.6 15 Day Blackout Period Rule 9
3.7 Affiliated Mutual Fund Profit Ban—30 Day Rule 10
3.8 Short-Term Profit Ban—60 Day Rule 10
3.9 Limit Orders and Special Orders 10
3.10 Investment Clubs 10
3.11 Discouraging Excessive Trading 11
3.12 Additional Restrictions Hong Kong-Based Access Persons Only 11
     
PART 4: Level 1 Access Persons Additional Personal Investing Restrictions 11
     
4.1 Initial Public Offering Ban 11
4.2 Investment Team Hold Until Sold Rule 11
4.3 Investment Team Enhanced Trade Blackout Rule for Certain Level 1 Access Persons 12
4.4 Preclearance of Significant Personal Securities Positions 12
4.5 Disclosure of Personal Investment Conflicts & Limited Offering Independent Review 12
4.6 1% & 5% Security Ownership Disclosure & Prohibitions 12
     
PART 5: Initial & Periodic Reporting 13
     
5.1 Requirement to Report All Securities Accounts 13
5.2 Duplicate Transaction Confirmations & Statements 13
5.3 USA-Based Access Person Preferred Brokerage Account Requirement 14
5.4 Initial Holdings Report & Certification 14
5.5 Quarterly Transaction Report & Certification 14
5.6 Reporting of Gifts, Donations & Inheritances 15
5.7 Annual Holdings Report & Certification 15
5.8 Method of Reporting & Certifications 15
     
PART 6: Code Administration 16
6.1 No Liability for Loses 16
6.2 Penalties for Code Violations 16
6.3 Exemptions & Appeals 16
6.4 Code Amendments 16
6.5 Code Interpretation & Administration 17
6.6 Recordkeeping 17

 

Appendix A: Code Definitions

 

Appendix B: Code Adoption Dates

 

Appendix C: Chart: Reportable Securities & Pre-Clearable Securities

 

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PART 1       PURPOSE & APPLICABILITY

 

1.1           Purpose

 

Manulife Asset Management 1 ( MAM) has adopted this Code of Ethics ( Code ) to promote compliance with applicable law by MAM and MAM Associates and to prevent those abuses in the investment management business that can arise when certain conflicts of interest exist between personnel of an investment advisor and its clients. By adopting and enforcing this Code , we strengthen the trust and confidence entrusted in us by demonstrating that at MAM , client interests come first.

 

1.2            Code Applicability MAM Associates & Access Persons

 

This Code applies to MAM Associates . MAM Associates are: (i) any partner, officer, director (or other person occupying a similar status or performing similar functions) of MAM ; (ii) an employee of MAM ;

(iii) any person who provides investment advice on behalf of MAM and is subject to the supervision and control of MAM ; (iv) any person meeting the definition of Access Person ; and (v) any other person who the

Code Administrator deems a MAM Associate . 2

 

Additionally, MAM Associates who have access to certain investment information and the investment decision-making process are further classified by the Code Administrator into one of following three Access Person levels and as a result are responsible for complying with the personal trading restrictions and obligations of their access designation level .

 

 

1  Refer to APPENDIX B for a list of MAM entities who have adopted this Code of Ethics.

 

2  The Code Administrator or Chief Compliance Officer may modify the requirements of this Code for those MAM Associates whose tenure at MAM is expected not to exceed 90 days (for instance contractors, co-ops and interns) or in instances where a person is subject to another code of ethics or fiduciary duty and where the modification is not otherwise specifically prohibited by law.

 

Access Person Level 1

 

Any MAM Associate who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for MAM - advised Client accounts or provide direct administrative support to a MAM Associate who makes or participates in the recommendations.

 

Examples: Portfolio Managers, Analysts, Traders and Certain Administrative Staff

 

Access Person Level 2

 

Any MAM Associate who, in connection with his/her regular functions or duties: (i) has regular access to nonpublic information regarding any Clients’ purchase or sale of securities or non- public information regarding the portfolio holdings of any MAM -advised Client account (ii) is involved in making client securities recommendations, or (iii) has regular access to such recommendations that are nonpublic.

 

Examples: Certain Compliance, Legal, Investment Operations, Administration, Client Services & Products, Private Client Group, Sales/Marketing, Technology Resources, and MMF Personnel as well as Administrative Staff Supporting Level 2 Access Persons

 

Access Person Level 3

 

A MAM Associate who, in connection with his/her regular functions or duties, has periodic access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any account advised by MAM

 

Examples: Certain Business Financial Analysts, Technical Associates, Technical Resource Associates, Legal Staff, Client Services and Products Staff as well as Administrative Staff Supporting Level 3 Access Persons

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 4
 

 

 

1.3           Report Changes to Access Person Status

 

The Code Administrator is responsible for classifying MAM Associates as Access Persons based on the Code Administrator’s understanding of the MAM Associates current role. If a MAM Associate has a level of investment access different than their assigned category, or the MAM Associate is promoted or changes duties and as a result should more appropriately be included in a different category, it is the MAM Associates responsibility to immediately notify the Code Administrator .

 

1.4           Code Certification

 

Each MAM Associate must provide a written (or electronic) acknowledgement of their initial receipt of the Code and any amendments to the Code , copies of which are to be provided by the Code Administrator , and a certification that they have read and understood the Code and will comply with the applicable provisions of the Code (including any amendments to the Code ).

 

Additionally, annually each MAM Associate is required to certify that he or she has read and understands the Code , acknowledges the applicable Code provisions, and represents that he or she has complied with (or has disclosed any failure to comply with) the applicable Code requirements during the past year.

 

1.5           Reporting Violations of the Code as well as Manulife & MAM Policies

 

Any MAM Associate who knows or has reason to believe that the Code or a Manulife or MAM policy has been or may be violated must bring such actual or potential violation to the immediate attention of the Chief Compliance Officer.

 

A MAM Associate must speak with their manager, a member of the Human Resources Department, Law Department or the Chief Compliance Officer if he or she has:

 

· a doubt about a particular compliance situation;
· a question or concern about a business practice; or
· a question about potential conflicts of interest.

 

It is a violation of the Code for a MAM Associate to deliberately fail to report a violation or deliberately withhold relevant or material information concerning a violation of the Code or a Manulife or MAM policy.

 

No person will be subject to penalty or reprisal for reporting in good faith suspected violations of the Code or a Manulife or MAM policy by others.

 

Additionally, unethical, unprofessional, illegal, fraudulent or other questionable behavior may also be anonymously reported by calling the confidential toll free Manulife Ethics Hotline at 1-866-294-9534 or by visiting the website: www.ManulifeEthics.com.

 

1.6           Supervisory Oversight & Personal Liability

 

All MAM Associates with managerial responsibility are responsible for the reasonable supervision of their staff to prevent and detect violations of the Code and applicable rules and regulations. Failure to perform adequate oversight can result in the manager being held personally liable by regulators for violations of the Securities Laws and the Code .

 

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Complete definitions for italicized terms may be found in APPENDIX A of the Code. 5
 

 

 

PART 2          PRINCIPLES OF BUSINESS CONDUCT

 

2.1           General Principles of Business Conduct

 

Each MAM Associate is expected to adhere to a high standard of professional and ethical conduct and should be sensitive to situations that may give rise to an actual conflict or the appearance of a conflict with our Clients’ interests, or have the potential to cause damage to MAM or a MAM Affiliates’ reputation. To this end, each MAM Associate must act with integrity, honesty and in an ethical manner. The following General Principles of Business Conduct govern the activities of MAM and every MAM Associate as well as the interpretation and administration of this Code :

 

· We have a fiduciary duty at all times to place the interests of our Clients first.
· All personal securities transactions must be conducted consistent with the provisions of the Code that apply and in such a manner as to avoid any actual or potential conflict of interest and any other abuse of trust or responsibility.
· We should not take inappropriate advantage of our position or engage in any fraudulent or manipulative practice (such as front-running or manipulative market timing) with respect to Client accounts.
· We must treat as confidential any non-public or confidential information concerning the identity of security holdings and financial circumstances of Clients .
· We must comply with all applicable laws including applicable domestic and foreign Securities Laws .

 

Adherence to the General Principles of Business Conduct and other provisions of this Code is a condition of employment at MAM . Additionally, while the Code contains specific restrictions and limitations designed to prevent certain defined types of conflicts, MAM recognizes that not every potential conflict of interest can be anticipated by the Code . Therefore, it is critical that the Code’s General Principles of Business Conduct be followed in the absence of a specific Code requirement or limitation.

 

Additionally as described in Section 6.2 “Penalties for Code Violations”, failure to comply with the General Principles of Business Conduct (above) or any provision of the Code may result in disciplinary action, including termination of employment.

 

Compliance Tip - Ask First, Act Second

 

It is critical that any MAM Associate who is in doubt about the applicability of the Code in a given situation seek a determination from the Code Administrator or the Chief Compliance Officer about the propriety of the conduct in advance.

 

2.2           Personal Trading & Conflicts of Interests

 

The Code represents a balancing of important interests. On the one hand, as an investment adviser, MAM owes a duty of undivided loyalty to its Clients , and must avoid even the appearance of a conflict that might be perceived as abusing the trust Clients have placed in MAM . On the other hand, MAM does not want to prevent conscientious professionals from investing for their own accounts where conflicts do not exist or are immaterial to investment decisions affecting the Clients.

 

When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, MAM Associates owe a fiduciary duty to MAM’s Clients . In most cases, this means that the affected MAM Associates will be required to forego conflicting securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting Client portfolios or taking unfair advantage of the client relationship.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 6
 

 

 

2.3           Confidential Investment Information

 

Information acquired by a MAM Associate in connection with their duties for MAM , including information regarding actual or contemplated investment decisions, non-public portfolio composition, research, research recommendations, firm activities, or Client interests, is confidential and may not be used in any way that might be contrary to, or in conflict with the interests of Clients or MAM . Additionally, MAM Associates are reminded that certain Clients have specifically required their relationship with MAM to be treated confidentially.

 

2.4           False Rumors

 

The Securities Laws prohibit the deliberate or reckless use of manipulative devices or activities with an intention to affect the securities markets, including the intentional creation or spreading of false or unfounded rumors or other information. Accordingly, a MAM Associate may not communicate information regarding companies, Securities, or markets that he or she knows to be false.

 

2.5           Outside Business Activities

 

In addition to other Manulife policies with respect to outside business activities, MAM Associates may only serve on outside investment committees or be employed by, serve as an officer of, or serve on boards of trustees and directors of business and non- business entities (including charitable boards) with the approval of the MAM Associate’s manager and the Chief Compliance Officer or MAM General

Counsel. 3

 

2.6           Other MAM & Manulife Compliance Requirements

 

In addition to the Code , MAM Associates must comply with all compliance-oriented requirements applicable to them, including business unit policies as well as the MAM and Manulife policies listed in the column to the right.

 

 

 Unless serving at the direction of MAM , MAM Associates who engage in outside business and charitable activities are not acting in their capacity as a MAM Associate and may not use MAM’s name in connection with those activities.

 

Manulife Code of Business Conduct & Ethics

 

The Code of Business Conduct and Ethics provides standards for ethical behavior when representing Manulife and conducting Manulife’s business.

 

Insider Trading & Market Abuse Policies

 

The MAM and Manulife insider trading and market abuse policies address important topics, such as: the identification and reporting of material non-public information, the Investment Division’s information barrier, MAM’s “restricted list”, and the various prohibitions on sharing and misusing material-non- public information. The policies specifically prohibit the unlawful use and sharing of material non-public information.

 

Portfolio Holdings Disclosure & Confidentiality Policies

 

Non-public information about MAM client portfolio holdings as well as other client information cannot be shared or disclosed except in accordance with these policies.

 

Manulife Anti-Fraud Policy

 

This policy requires the prompt reporting of any suspicion or allegation of fraud, fraudulent activity, or dishonest activity in relation to Manulife .

 

Manulife Electronic Communications Guidelines

 

This policy contains various limitations and restrictions on the use of email, and other forms of electronic communications.

 

Manulife Conflict of Interest & MAM Gift Policies

 

These policies address standards and disclosure requirements related to the giving and receiving of gifts and entertainment. For the protection of the MAM Associate and MAM , the appearance of a possible conflict of interest must be avoided.

 

MAM Anti-Bribery and Pay–to–Play Policies

 

These policies are designed to prevent bribery, kickbacks and similar unlawful schemes. Specifically, these policies limit or prohibit certain types of gift, entertainment and political donation practices in order for MAM to comply with certain government regulations. For instance, the Pay-to Play Policy restricts certain types of personal political donations in the U.S. A. and also requires the reporting of certain U.S.A. donations by certain MAM Associates .

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 7
 

 

 

PART 3          PERSONAL INVESTING RESTRICTIONS & LIMITATIONS

 

The following personal investing restrictions and limitations are designed to prevent certain defined types of conflict of interests. MAM recognizes that not every potential conflict of interest can be anticipated by the Code. Therefore, it is critical that the Code’s General Principles of Business Conduct be followed in the absence of a specific requirement or limitation. It is critical that any MAM Associate who is in doubt about the applicability of the Code in a given situation seek a determination from the Code Administrator or the Chief Compliance Officer about the propriety of the conduct in advance.

 

3.1           What Securities are Subject to the Code’s Personal Trading Restrictions & Requirements?

 

Securities in which the Access Person has a Beneficial Interest are subject to the Code’s personal trading restrictions and requirements. An Access Person is deemed to have a Beneficial Interest in any Security where the Access Person controls or has the opportunity to directly or indirectly profit or share in the profit derived from a transaction in the Securit y. An Access Person is presumed to have a Beneficial Interest in the following Securities :

 

· Securities owned by an Access Person in his or her name.

 

· Securities owned by Household Family Members.

 

· Securities owned by an Access Person indirectly through an account or investment vehicle for his or her benefit, such as an IRA/RRSP/RESP/ ISA/SIPP, family trust or family partnership.

 

· Securities in which the Access Person has a joint ownership interest, such as Securities owned in a joint brokerage account.

 

· Securities over which the Access Person has discretion or gives advice (other than MAM Client accounts). This includes Securities owned by trusts, private foundations or other charitable accounts for which the Access Person has investment discretion.

 

3.2           Restriction on Securities under Active Consideration

 

All MAM Associates (including all Access Persons ) may not purchase, sell, or otherwise dispose of any Security in which the MAM Associate has (or as a result of such transaction will establish) Beneficial Interest if the MAM Associate at the time of the transaction has actual knowledge that (i) the Security (if it is a Pre-Clearable Security ) is under Active Consideration for Purchase or Sale by or on behalf of MAM or any Client or (ii) the Security is on the MAM Restricted Trading List.

 

Beneficial Interest & Household Family Member Reminder

 

Please note that if a specific Code provision (including a personal investing restriction or limitation, pre-clearance obligation or reporting obligation) applies to the Access Person , it also applies to all Securities and Securities accounts over which the Access Person has a Beneficial Interest .

 

Access Persons are presumed to have a Beneficial Interest in the personal Securities holdings and accounts of Household Family Members. The definition of Household Family Member includes an Access Person’s spouse, significant other, minor children or other family members who also share the same household with the Access Person .

 

3.3           Restrictions on Manulife Securities

 

Manulife’s Insider Trading & Reporting Policy prohibits Manulife employees from speculating in MFC Securities . Speculation includes the purchase or sale of Manulife Securities with the intention of reselling or buying back in a relatively short period of time in the expectation of a rise or fall in the market price of such securities, buying or selling options, or short selling. Please refer to the Manulife Insider Trading and Reporting Policy for additional restrictions and requirements on Manulife Securities transactions.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 8
 

 

 

3.4           Pre-Clearance Approval Requirement

 

Level 1 and Level 2 Access Persons may not purchase, sell or otherwise acquire or dispose of any Security in which he or she has (or as a result of such transaction will establish) a Beneficial Interest without obtaining advance written (or electronic) pre-clearance approval for such transaction from the Code Administrator, Chief Compliance Officer, or the Personal Trading & Reporting System unless the Security transaction is exempt from this Code’s pre- clearance requirement. Refer to APPENDIX C of the Code for a list of Securities and Securities transactions exempt from the pre-clearance requirement.

 

A preclearance approval is valid only for the day it is granted unless an exception is granted by the Chief Compliance Officer or Code Administrator .

 

Additionally, successfully obtaining pre-clearance approval for a transaction does not mean an Access Person cannot be found to be in violation of a specific applicable personal investing restriction or limitation of the Code or the Code’s General Principles of Business Conduct.

 

3.5           Special Pre-Clearance Approval Requirement for Level 3 Access Persons

 

Level 3 Access Persons are exempt from the pre- clearance requirements of Section 3.4. However, Level 3 Access Person’s may not acquire a Beneficial Ownership in any Security in an Initial Public Offering or a Limited Offering or acquire or dispose of a Beneficial Interest in a Closed-End Investment Company advised by a Manulife Affiliate without obtaining advance written (or electronic) approval from the Chief Compliance Officer.

 

Pre-Clearance Reminder:

Household Family Members

 

Access Persons (Level 1 and 2) are required to obtain pre-clearance approval for all Securities transaction of persons who qualify as a Household Family Member of the Access Person (unless the transaction is exempt from the pre- clearance requirement. Refer to Code APPENDIX C for pre-clearance exemptions).

 

3.6           15 Day Blackout Period Rule

 

Level 1 and Level 2 Access Persons may not purchase, sell or otherwise acquire or dispose of any Pre-Clearable Security in which he or she has (or as a result of such transaction will establish) a Beneficial Interest if that Same Pre-Clearable Security traded in a Client account 15 calendar days before such transaction (or will trade in a Client account 15 days following such transaction) unless (1) the Access Person has no actual knowledge that the Same Pre- Clearable Security is under Active Consideration for Purchase or Sale by a Client and (2) the transaction can satisfy one of the following exceptions:

 

· De Minimis Trading Exception: MAM may permit the transaction if all of the Access Person’s aggregate total same-day pre- clearance requests for the Same Pre-Clearable Security have a transaction market value of less than $25,000 USD and (in the case of equities) the same day transactions in the Pre-Clearable Security total no more than 500 equity shares.

 

· Market Cap Securities Exception: MAM may permit the transaction if the individual preclearance request is in the Securities of an issuer whose market capitalization is at least $5 billion USD or more.

 

Level 1 Access Persons should refer to Part 4 of the Code (Level 1 Access Persons Additional Restrictions ) to determine if a Level 1 Access Person may rely on the exceptions (above) to the 15 Day Blackout Period Rule.

 

If a MAM Client account trades in a Pre-Clearable Security within 15 calendar days before or after an Access Person obtains pre-clearance approval of a trade, the Access Person may be required to demonstrate that he or she did not know that the same Security was under Active Consideration for Purchase or Sale for a Client account.

 

The Chief Compliance Officer, in his or her sole discretion, may exempt or exclude an individual or class of Access Person transactions and/or Client accounts from the 15 Day Blackout Period Rule so long as the Chief Compliance Officer documents the rationale for granting the exemption or exclusion.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 9
 

 

 

3.7            Affiliated Mutual Fund Profit Ban— 30 Day Rule

 

All Access Persons (including Household Family Members) are prohibited from directly or indirectly profiting from a discretionary purchase and sale of an Affiliated Mutual Fund actively managed by the Access Person’s MAM entity within 30 calendar days.

 

3.8           Short-Term Profit Ban 60 Day Rule

 

Level 1 and 2 Access Persons (including Household Family Members) , cannot directly or indirectly profit from a discretionary purchase and sale of the same Pre-Clearable Security within 60 calendar days. However, Pre-Clearable Securities whose issuer’s market capitalization is $5 Billion USD or more at the time of the transaction are exempt from this 60 Day Rule. Note: a voluntary transaction related to a derivative Security (including options) which results in a profit is permitted so long as the voluntary transaction occurs more than 60 calendar days after the initial related transaction event.

 

3.9           Limit Orders and Special Orders

 

Due to the 1-day pre-clearance trade window outlined in Section 3.4, multi-day special orders, such as “good until canceled orders” or “limit orders,” are prohibited for Level 1 and 2 Access Persons . 4 However, Access Persons (and Household Family Members ) may place day orders, ( i.e ., orders that automatically expire at the end of the trading day session). Be sure to check the status of all orders at the end of the trading day and cancel any orders that have not been executed. Please note that if a trade order is left open beyond the pre-clearance window and it is executed outside of the window, the transaction will constitute a Code violation.

 

3.10         Investment Clubs

 

Access Persons (including Household Family Members ) are prohibited from participating or holding an interest in any Investment Club.

 

Securities Transactions Exempted from the Affiliated Mutual Fund 30-Day Profit Ban and 60-Day Short Term Profit Ban

 

The following Securities activities are exempted from both the 60-Day Short Term Profit & Affiliated Mutual Fund 30-Day Profit Ban:

 

· All money market fund transactions
· Automatic Investment Plan transactions (including payroll deduction purchases)
· Dividend reinvestment purchase transactions
· Issuer Pro Rata Discretionary Transactions
· Involuntary issuer transactions ( e.g ., stock dividends, stock splits/ reverse splits or other similar reorganizations or distributions, call of a debt security, and spin-offs of shares to existing holders)
· Automatic purchases into a default investment option by a retirement plan
· Other involuntary purchase or sales activity not at the direction of the Access Person or the Access Person's Household Family Member

 

Gifts and Donations

Please note that giving gifts and donations of Securities are considered “sales” and are not exempt from 30/60 day profit bans.

 

Exemptions

The Chief Compliance Officer , in his or her sole discretion, may grant a hardship exemption from 30/60 day profit ban (such as profitable sales motivated by the need to pay for unexpected medical expenses).

 

 

4    The Code Administrator or Chief Compliance Officer may provide an Access Person with a transaction-specific exemption in special limited circumstances ( e.g., subscription offerings with an uncertain trade execution date, special employment transaction with limited exercise trade windows).

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 10
 

 

 

3.11         Discouraging Excessive Trading

 

While active personal trading may not in and of itself raise issues under the Securities Laws , MAM believes that a very high volume of personal trading by an

 

3.12         Additional Restrictions—Hong Kong-Based Access Persons Only

 

Hong Kong-based Access Persons (and Household Family Members ) are prohibited from the following additional activities: (i) short selling any Security , (ii) delay of personal transaction settlement beyond the normal settlement time for the relevant market and (iii) cross trades between Access Persons and Client accounts.

 

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PART 4        LEVEL 1 ACCESS PERSONS ADDITIONAL PERSONAL INVESTING RESTRICTIONS

 

In addition to the personal investing restrictions and requirements for Access Persons in Part 3 of this Code , Level 1 Access Persons (including their Household Family Members ) are subject to the following additional restrictions and requirements. 5

 

4.1           Initial Public Offering Ban

 

Level 1 Access Persons may not directly or indirectly acquire a Beneficial Interest in a Security through an Initial Public Offering (IPO). Consequently, Level 1 Access Persons (including Household Family Members ) must wait to purchase newly-issued IPO Securities until the next business (trading) day following the offering date of the IPO.

 

4.2           Investment Team Hold Until Sold Rule

 

A Level 1 Access Person associated with an Investment Team (including Household Family Members) is not permitted to sell a Pre-Clearable Security holding in which they have a Beneficial Interest if (i) the Same Pre-Clearable Security is held in a Client account managed by the Access Person’s Investment Team and (ii) the Access Person (or Household Family Member ) purchased the Pre- Clearable Security after the date of the Code’s initial adoption (Refer to APPENDIX B for initial adoption dates) or the date the person was named to the relevant Investment Team (which ever date is later).

 

 

5 The Chief Compliance Officer may grant individual exceptions to Sections 4.1, 4.2, and/or 4.3 under limited hardship circumstances where the Chief Compliance Officer concludes that no material conflict of interest is present. For instance in the case of an IPO , a Level 1 Access Person may request and exemption from the IPO prohibition for certain investments that do not create a potential conflict of interest, such as: (1) Securities of a mutual bank or mutual insurance company received as compensation in a demutualization and other similar non-voluntary stock acquisitions; (2) fixed rights offerings; or (3) a family member’s participation as a form of employment compensation in their employer’s IPO . The Chief Compliance Officer may also exclude an individual or class of Client accounts from the application of Sections 4.2 and 4.3 so long as the Chief Compliance Officer documents the rationale for the exemption or exclusion.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 11
 

 

 

4.3           Investment Team Enhanced Trade Blackout Rule for Certain Level 1 Access Persons

 

Level 1 Access Persons who are members of an Investment Team (including Household Family Members ) may not purchase, sell or otherwise acquire or dispose of any Pre-Clearable Security in which he or she has (or as a result of such transaction will establish) a Beneficial Interest if that Same Pre- Clearable Security traded 15 calendar days before such transaction or will trade 15 days following such transaction in a Client account managed by the Level 1 Access Person’s Investment Team. Note: the De Minimis and Market Cap exceptions outlined in Section

3.6 are not available for the types of transactions described above in this Section 4.3.

 

All Level 1 Access Persons who are members of an Investment Team must affirmatively assert as part of the pre-clearance trade approval process, that the Same Pre-Clearable Security is not under Active Consideration for Purchase or Sale for a Client account managed by the Level 1 Access Person’s Investment Team.

 

4.4           Pre-Clearance of a Significant Personal Securities Position

 

In addition to the pre-clearance requirements of Section 3.4, a Level 1 Access Person (including Household Family Members) must obtain advance written trade approval from the MAM Chief Investment Officer—Fixed Income or the Chief Investment Officer—Equity (or their designee) for any discretionary transaction (or series of transactions) which establishes a Beneficial Interest in a Pre-Clearable Security valued at $100,000 USD or more (“Significant Positions”). Additionally, any discretionary transaction which increases or decreases an established Significant Position must be approved in the same manner.

 

4.5           Disclosure of Personal Investment Conflicts & Limited Offering Independent Review

 

A Level 1 Access Person cannot recommend or participate in the investment decision-making process involving a particular Security for a Client account if the Access Person also maintains a Beneficial Interest in the same issuer’s Securities unless the Access Person has disclosed the Beneficial Interest to the primary portfolio manager for the relevant Client account or relevant MAM Chief Investment Officer. Following any initial oral disclosure, the Access Person is required to make the same disclosure in writing to the primary portfolio manager and either (i) the Chief Compliance Officer or (ii) the relevant MAM Chief Investment Officer.

 

In addition to the disclosure requirements (above) , an Access Person with a Beneficial Interest in a Limited Offering ( a.k.a., a private placement) is required to ensure that any final investment decision (for a Client account) involving the same issuer as the Limited Offering is subjected to an independent review by other MAM investment personnel that do not hold a Beneficial Interest in the same issuer’s Securities.

 

4.6           1% and 5% Security Ownership Disclosure & Prohibitions

 

Any Level 1 Access Person with a Beneficial Interest of 1% of more of an issuer or a class or series of an issuer’s Securities must disclose such a fact in writing to the Chief Compliance Officer .

 

If a Level 1 Access Person holds a Beneficial Interest of 1% or more of an issuer or a class or series of an issuer’s Securities then the same Access Person is prohibited from recommending or participating in the investment decision to purchase or sell the same issuer’s securities for a Client account.

 

If a Level 1 Access Person serving as a portfolio manager or analyst holds a Beneficial Interest of 5% or more of an issuer or a class or series of the issuer’s Securities then the MAM entity the Access Person is associated with is prohibited from purchasing the same issuer’s Securities for a Client account.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 12
 

 

 

PART 5           INITIAL AND PERIODIC REPORTING

 

The following requirements allow MAM to monitor and verify Access Person compliance with requirements the Code. All Access Persons must initially and periodically thereafter make disclosures and compliance certifications regarding Securities holdings, Securities accounts and Securities transactions in which the Access Person has a Beneficial Interest in (this includes disclosures, holdings and transaction information for Household Family Members ).

 

5.1           Requirement to Report Securities Accounts

 

All Access Persons are required to report the name of broker, dealer, bank, or other entity with which the Access Person maintains an account in which any Securities are or can be held for the Access Person's Beneficial Interest (including accounts of Household Family Members ).

 

Access Persons are required to report all Securities accounts within 10 days of initially being designated an Access Person . After this initial report of Securities accounts, any Securities accounts opened in the future time must be reported no later than 10 calendar days following the opening of the account or prior to the first discretionary transaction in the account. To comply with the MAM Insider Trading Policy you are also required to inform any broker/dealer when you open a new Securities account that you are employed by a financial institution and also whether you are

registered with a broker-dealer. 6

 

Hong Kong-based Access Persons (and their Household Family Members ) must obtain approval from the Code Administrator prior to opening any brokerage account.

 

 

6    Brokers and dealers are subject to certain rules designed to prevent favoritism toward an Access Person’s accounts. Access Persons may not accept negotiated commission rates that you believe may be more favorable than the broker grants to accounts with similar characteristics.

 

5.2           Duplicate Transaction Confirmations & Statements

 

Each Access Person must arrange for the Code Administrator to receive duplicate copies of trade confirmations of Reportable Securities transactions and, if requested 7 by the Code Administrator , periodic

account statements for any Reportable Securities accounts in which the Access Person has a Beneficial Interest in if the account holds, or has the ability to hold, Reportable Securities (this requirement also applies to the Securities confirmations and statements of Household Family Members ).

 

Compliance Tip - What Securities Accounts Do I Need to Report?

Any account (including a Household Family Member’s account) that holds or can hold a Security. For instance here is a non-exclusive list of commonly reported

Securities accounts:

· Brokerage Accounts
· Mutual Fund Only Accounts
· Custodial Securities Accounts
· Manulife GSOP Plan Accounts
· Certain 529 Plans (plans affiliated with or plans with investment options managed by Manulife or Manulife affiliated entity)
· IRA Accounts
· Stock Purchase Plans
· Transfer Agent Accounts
· Variable Life or Annuity Insurance Policies with underlying Affiliated Mutual Fund investment options
· Manulife Loan Program Mutual Fund Account
· John Hancock Unified 401k Plan/Manulife RPS
· Registered Retirement Savings Plan (RRSP)/RESP/TFSA
· Uncertificated Book Entry Securities
· Physical possession of certificated Securities
· Employee Stock Option Accounts
· UK Individual Savings Accounts (ISA)
· UK Self Invested Pension Plans (SIPP)

 

 

7   The Code Administrator may rely on the operating groups of Manulife/ John Hancock for administration of trading activity limitations and monitoring of market timing policies for Manulife Affiliated Funds . To the extent the Code Administrator has ready access to Securities transaction and holdings through a Manulife Affiliate , the Code Administrator is not required to obtain duplicate confirmations or statements for such accounts.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 13
 

 

 

5.3           USA-Based Access Person Preferred Brokerage Account Requirement

 

All USA-based Access Persons who became employees of MAM or a MAM Affiliate after March 1, 2008 are required to maintain all Reportable Securities accounts established after March 1, 2008 (including the Securities accounts of Household Family Members ) at one of MAM’s Preferred Brokers unless the Securities account has been qualified by the Code Administrator as an Exempt Securities Account. A current list of MAM’s Preferred Brokers can be found on the Personal Trading & Reporting System website or by contacting the Code Administrator. Upon designation as an Access Person , a person has 45 calendar days to (i) qualify any non-compliant Securities account as an Exempt Securities Account or (ii) transfer all assets to a MAM Preferred Broker and close the non- compliant account.

 

5.4           Initial Holdings Report & Certification

 

After reporting all Securities accounts (Refer to Section 5.1), new Access Persons must file an Initial Holdings Report. 8 This Initial Holdings Report is due within 10 calendar days after the person became an Access Person and the submitted information must be current as of a date no more than 45 calendar days prior to the date the person became an Access Person.

 

An Access Person must submit with his or her Initial Holdings Report a certification that he or she: (i) has read and understands the Code; (ii) recognizes that he or she is subject to the Code ; (iii) agrees to comply with the Code requirements applicable to their designated access level; and (iv) has disclosed or reported all required Reportable Securities holdings and all Securities accounts in which they have a Beneficial Interest (including Household Family Member accounts).

 

 

8   The Initial Holdings Report will contain: (i) the title and type of each Reportable Security in which the Access Person has any Beneficial Interest ; (ii) the exchange ticker symbol or CUSIP number and the number of shares or principal amount of each Reportable Security (each as applicable); (iii) the name of any broker, dealer, bank, or other entity with which the Access Person maintains an account in which any Securities are or can be held for the Access Person's direct or indirect Beneficial Interest ; and (v) the date the report is submitted by the Access Person.

 

5.5           Quarterly Transaction Report & Certification

 

All Access Persons must file a Quarterly Transaction Report that discloses certain information about each Reportable Security transaction in which they have (or as a result of the transaction acquired) a Beneficial Interest (including transactions for Household Family Members ) during the quarter covered by the Quarterly

Transaction Report. 9

 

Each Access Person’ s Quarterly Transaction Report is due within 30 calendar days after the end of each calendar quarter. Each Access Person's Quarterly Transaction Report must also include a certification that the submitted Quarterly Transaction Report includes all information required to be reported. In connection with the Quarterly Transaction Report Certification, all Access Persons are also required to certify to the accuracy of the listing of Securities accounts displayed in Personal Trading & Reporting System or by alternative method as permitted by Section 5.8 of the Code.

 

Compliance Reminder: Automatic Pre- Population of Transaction and Holdings Data in the Personal Trading & Reporting System

 

As a convenience to certain Access Persons , Code Administration works with certain brokers to obtain Securities transaction and holding data to pre-populate Quarterly Transaction and Annual Holdings Reports in the Personal Trading & Reporting System. The pre-populated data may contain omissions or inaccuracies. It is each Access Person’s responsibility to contact the Code Administrator to correct any inaccurate transaction or holdings data prior to submitting a report or certification.

 

 

9 The Quarterly Transaction Report will include the following information: (i) the date of the transaction (“trade date”); (ii) the title of the Reportable Security ; (iii) the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares or principal amount of each Reportable Security, the type of transaction or acquisition, the price at which the transaction was effected (each as applicable); (iv) the name of any broker, dealer, bank, or other entity with or through which the transaction was effected; and (v) the date the report is submitted by the Access Person.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 14
 

 

 

5.6           Reporting of Gifts, Donations & Inheritances

 

An Access Person’s gift or donation of a Pre-Clearable Securit y is considered a “sale” event for Level 1 and 2 Access Persons (this includes gifts or donations by Household Family Members ) and therefore requires pre-clearance approval prior to making the gift or donation. Additionally, any approved gift or donation event of a Reportable Security must be accurately reflected in the next Quarterly Transaction Report ( Refer to Section 5.5 ).

 

The receipt of a gift or an inheritance of Reportable Securities should be promptly reported to the Code Administrator to ensure the new holding is accurately accounted for. Note: the receipt of a gift or inheritance does not require pre-clearance approval from Compliance.

 

5.7           Annual Holdings Report & Certification

 

All Access Persons must file an Annual Holdings Report. 10 The Annual Holdings Report is due within 45 calendar days of December 31st and must be current as of a date no more than 45 calendar days prior to the date this information is filed. Each Access Person must submit each Annual Holdings Report with a certification that he or she: (i) has read and understands the Code ; (ii) recognizes that he or she is subject to the Code ; (iii) has complied with (or has disclosed any failure to comply with) the Code’s requirements applicable to their designated access level; and (iv) has reported all violations of the Code and all required Reportable Securities holdings and Securities accounts for which the Access Person holds a Beneficial Interest (including the applicable holdings and accounts of Household Family Members ).

 

 

10 The Annual Holdings Report will include: (i) the title and type of each Reportable Security in which they have Beneficial Interest ; (ii) the exchange ticker symbol or CUSIP number (as applicable) and the number of shares or principal amount of each Reportable Security (as applicable); (iii) the name of any broker, dealer, bank, or other entity with which the Access Person maintains an account in which any Securities are or can be held for the Access Person's direct or indirect benefit; and (iv) the date the report is submitted by the Access Person.

 

5.8           Method of Reporting & Certifications

 

Access Persons are expected to use the intranet- based Personal Trading & Reporting System, to make their required Securities account disclosures, Initial and Annual Holdings Reports , Quarterly Transaction reports and related certifications. 11 An Access Person that fails to make a required report or certification by the specified deadline will, at a minimum, be prohibited from engaging in discretionary personal trading until the reporting/certification requirement is satisfied and may give rise to other sanctions (this prohibition also applies to any Securities account or Securities of which the Access Person has a Beneficial Interest, including the Securities accounts and Securities of Household Family Members ). The timing of the deadlines for each reporting obligations are set by various regulations adopted under the Securities Laws. Compliance may establish earlier deadlines than specified in this Part 5 to ensure compliance with the Securities Laws.

 

***

 

 

11 Access Person’s without access to the Personal Trading & Reporting System will use other methods for reporting and certification as directed by the Code Administrator or Chief Compliance Officer .

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 15
 

 

 

PART 6           CODE ADMINISTRATION

 

6.1             No Liability for Losses

 

MAM and Manulife Affiliates and/or any MAM Clients will not be liable for any losses incurred or profits avoided by any Access Persons or Household Family Member resulting from the implementation or enforcement of the Code . Access Persons must understand that their ability (as well as the ability of the Household Family Members ) to buy and sell Securities may be limited by the Code and that trading activity by MAM , MAM Clients , and/or other Manulife Affiliates may affect the timing of when an Access Person (as well as Household Family Members ) can buy or sell a particular Security .

 

6.2           Penalties for Code Violations

 

Penalties for violating the Securities Laws can be severe, both for the individuals involved and their employers. A person can be subject to penalties even if he or she does not personally benefit from the violation. Penalties may include civil injunctions, payment of profits made or losses avoided ("disgorgement"), jail sentences, fines for the person committing the violation, and fines for the employer or other controlling person.

 

In addition, any violation of the Code is subject to the imposition of sanctions by MAM as may be deemed appropriate under the circumstances by MAM . These sanctions could include, without limitation, bans on personal trading, disgorgement of trading profits, and personnel action, including termination of employment, where appropriate. Refer to MAM’s Fine and Sanction Guidelines for further information.

 

6.3           Exemptions & Appeals

 

Exemptions from Code provisions may be granted by the Chief Compliance Officer where warranted by applicable facts and circumstances, if permitted by law, and if the CCO determines and exemption would be in accord with the spirit of the General Principles of the Code and the Securities Laws. Access Persons may direct their request for an exemption to the Code Administrator or Chief Compliance Officer. The Chief Compliance Officer is also authorized to modify the personal trading provisions of this Code as it applies to a specific MAM Associate where local law would prohibit the application of a specific provision.

 

If Access Person believes that a Code -related request has been incorrectly denied by the Chief Compliance Officer , or that a Code -related action is not warranted, an Access Person may make a written appeal of the decision or action within 30-days of the decision or action to the Ethics Oversight Committee . Code Administration will arrange an appropriate forum or communication for the consideration of appeals.

 

6.4           Code Amendments

 

The Chief Compliance Officer is permitted to approve non-material amendments to the Code and the Ethics Oversight Committee (or MAM Board, if applicable) is responsible for approving any material amendments. For certain MAM Affiliated Mutual Fund clients, the respective Board of Trustees of the Affiliated Mutual Fund must approve any material changes to the code of MAM within six (6) months of the adoption of the material change in accordance with the requirements of Rule 17j-1 under the Investment Company Act of 1940.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 16
 

 

 

6.5           Code Interpretation & Administration

 

The Chief Compliance Officer has general administrative responsibility for the Code and is responsible for establishing policies and procedures for the administration of the Code ; monitoring and testing for Code compliance; ensuring Code training is provided to Access Persons ; granting exceptions or exemptions to any provision of the Code, on an individual or a class basis; appointing one or more Code Administrators and defining the scope of his or her authority and day-today responsibilities (in addition to those specified in the Code ); oversight of the Code Administrator’s Code activities; considering and recommending material amendments to the Code to the Ethics Oversight Committee (or MAM Board, if applicable); and reviewing and considering any decisions made by the Code Administrator at the request of a MAM Associate or involving ordinary sanctions imposed related to Code violations.

 

Ethics Oversight Committee (or MAM Board, if applicable) retains the ultimate discretion as to the interpretation the Code’s provisions in any given situation, rendering material sanctions for violations of the Code , and rendering final judgments on any Access Person’s appeal of any decision or ordinary sanction imposed by the Chief Compliance Officer .

 

6.6           Recordkeeping

 

The Chief Compliance Officer or Code Administrator maintains or causes to be maintained, the following records: (1) a copy of the Code or any predecessor MAM code of ethics which has been in effect during the most recent 5-year period; (2) a record of any violation of the Code , or any predecessor MAM code of ethics, and of any action taken as a result of such violation in the 5-year period following the end of the fiscal year in which the violation took place; (3) a list of all persons currently or within the most recent 5-year period who were required to make reports pursuant to the Code (or any predecessor Code ) and the person(s) who were responsible for reviewing these reports; (4) copies of all acknowledgements of each person's receipt of the Code, Initial and Annual Holdings Reports, Quarterly Transaction Reports, and duplicate brokerage confirmations and Securities account statements (as applicable) filed during the most recent 5-year period; and (5) a record of the approval of, and rationale supporting, the acquisition of Securities by Access Persons in an Initial Public Offering or Limited Offering for at least 5 years after the end of the fiscal year in which the approval is

granted. 12

 

Code records will be maintained for the first 2 years in an office of MAM (in paper or accessible electronically) and in an easily accessible place for the time period as required by any applicable regulations thereafter. 13

 

***

 

 

12 In reviewing a pre-clearance request for a Limited Offering or IPO the Chief Compliance Officer may consider the following factors: (1) whether the investment opportunity should be or can be reserved for MAM clients; (2) is it being offered because of a relationship to MAM or position within MAM ; and (3) any other relevant factors in the sole discretion of the Chief Compliance Officer . The Chief Compliance Officer or Code Administrator will document the rationale for any approval decision.

 

13 Code records for MAM Hong Kong will be maintained for at least 7 years and maintained in an easily accessible place.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 17
 

 

 

Appendix A   Definitions of Italicized Code of Ethics Terms
     
Access Person   Refer to definition in Section 1.2 of this Code .
     
Active Consideration for Purchase or Sale   A Security is under Active Consideration for Purchase or Sale once a MAM portfolio manager forms a specific intent to purchase or sell a Security for a MAM Client account.
     
Affiliated Mutual Fund   Any Mutual Fund for which Manulife serves as an investment adviser (or sub-adviser) or whose investment adviser (or sub-adviser) controls, is controlled by, or is under common control with Manulife. (e.g., Manulife or John Hancock Mutual Funds ).
     
Automatic Investment Plan   A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. Examples include automatic dividend reinvestment plans and payroll deduction purchase plans.
     
Beneficial Interest   An Access Person is deemed to have a Beneficial Interest in any transaction in which the Access Person controls or has the opportunity to directly or indirectly profit or share in the profit derived from the Securities transacted. An Access Person is presumed to have a Beneficial Interest in the following Securities and related transaction activities: (1) Securities owned by an Access Person in his or her name; (ii) Securities (and Securities accounts) owned by Household Family Members; (iii) Securities owned by an Access Person indirectly through an account or investment vehicle for his or her benefit, such as an IRA/RRSP/RESP/ISA/SIPP, family trust or family partnership; (iv) Securities owned in which the Access Person has a joint ownership interest, such as Securities owned in a joint brokerage account; and (v) Securities over which the Access Person has discretion or gives advice (other than MAM Client accounts) and includes Securities owned by trusts, private foundations or other charitable accounts for which the Access Person has investment discretion. Beneficial Interest is interpreted in the same manner under the Code as it would be under Rule 16a-1(a)(2) under the U.S. Securities Exchange Act of 1934.
     
Chief Compliance Officer   The term Chief Compliance Officer refers each Chief Compliance Officer of the applicable MAM entity adopting this Code.
     
Client   For purposes of this Code , the term “ Client ” means the specific person or entity that has an investment advisory or investment sub-advisory services agreement (or supervised investment delegation affiliate arrangement) with the specific MAM entity adopting this Code.
     
Closed-End Investment Company   A Closed-End Investment Company is a registered investment company that issues a fixed number of shares and is usually traded on a major stock exchange. In contrast, an open-end investment company ( i.e ., mutual fund) continuously offers new shares to the public and repurchases shares at net asset value. Note : Many REITs are Closed-End Investment Companies .
     
Code Administrator   Code Administrator refers to the person (or persons) designated by the relevant MAM Chief Compliance Officer to be primarily responsible for the day-to-day administration of the Code .
     
Direct Obligations of the Government of the US or UK   Any security directly issued or guaranteed as to principal or interest by the United States. Examples of direct obligations include Cash Management Bills, Treasury Bills, Notes and Bonds, and STRIPS. It is important to note that Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Mortgage Corporation (Freddie Mac) Securities are not Direct Obligations of the Government of the United States. Directed Obligations of the UK refers to the following list of Securities issued and guaranteed by the United Kingdom Treasury: Premium Savings Bonds, Index Linked Savings Certificates, Fixed Interest Savings Certificates, Guaranteed Equity Bonds, Capital Bonds, Children’s Bonus Bonds, Fixed Rate Savings Bonds, Income Bonds, and Pensioners Guaranteed Income Bonds. Refer to M&G Investment Management Ltd. SEC No-Action Letter (Sept. 10, 2002)

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 18
 

 

 

Appendix A   Definitions of Italicized Code of Ethics Terms (Continued)
     
Ethics Oversight Committee   The Ethics Oversight Committee is an ad hoc or standing compliance committee composed of relevant MAM Chief Compliance Officer and certain MAM senior management.
     
Exempt ETF   An Exempt ETF is an exchange-traded fund that has as its underlying tracking instrument the S&P 100, S&P Midcap 400, S&P 500, Hang Seng Index, Hang Seng China Enterprises Index, TSX 60, EAFE, FTSE 100, and Nikkei 225. Exempt ETFs also include options and futures contracts on the S&P 100, S&P Midcap 400, S&P 500, TSX 60, EAFE, FTSE 100, and Nikkei 225. Exempt ETF transactions do not require advance pre-clearance approval. Refer to APPENDIX C for further information on reporting Exempt ETF transactions and holdings.
     
Exempt Securities Accounts   With written approval from Code Administrator , a US-based Access Persons (and Household Family Members ) subject to the Preferred Broker Requirement of Section 5.3 are permitted to maintain a Securities account with an entity other than with a Preferred Broker , if the Securities account can meet one of the following exemptions: (i) it contains only Securities that can’t be transferred; (ii) it exists solely for products or services that one of the Preferred Brokers cannot provide; (iii) it exists solely because your spouse’s or significant other’s employer prohibits external covered accounts; (iv) it is managed by a third-party registered investment adviser; (v) it is restricted to trading interests in 529 College Savings Plans; (vi) it is associated with an ESOP (employee stock option plan) or an ESPP (employee stock purchase plan); (vii) it is required by a direct purchase plan, a dividend reinvestment plan, or an Automatic Investment Plan with a public company in which regularly scheduled investments are made or planned; (viii) it is a Mutual Fund only account; (ix) it is required by a trust agreement; (x) it is associated with an estate of which the Access Person is the executor, but not a beneficiary, and involvement with the account is temporary; (xi) transferring the account would be inconsistent with other applicable rules; or (xii) other exception approved by the Code Administrator.
     
High Quality Short Term Debt Instrument   Any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized rating organization( e.g., S&P, Moody’s, Fitch, A.M. Best).
     
Household Family Member   An Access Person’s spouse, “significant other,” minor children, or other family member who also shares the same household with the Access Person. An Access Person’s “significant other” is defined as a person who (i) shares the same household with the Access Person ; (ii) shares living expenses with the Access Person ; and (iii) is in a committed personal relationship with the Access Person and there is an intention to remain in the relationship indefinitely. The CCO or Code Administrator , after reviewing all the pertinent facts and circumstances, may determine, if not prohibited by applicable law, that an indirect Beneficial Interest over Securities held by members of the Access Person's Household Family Members does not exist or is too remote for purposes of the Code ’s requirements.
     
Initial Public Offering   An offering of Securities registered under the U.S. Securities Act of 1933 (or comparable non-U.S. registration statute or regime), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the U.S. Securities Exchange Act of 1934 (or comparable non-U.S. compulsory reporting requirements).
     
Investment Club   A group of people who pool their assets in order to make joint decisions (typically a vote) on which Securities to buy, hold or sell.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 19
 

 

 

Appendix A   Definitions of Italicized Code of Ethics Terms (Continued)
     
Investment Team     An individual Investment Team describes the grouping of MAM analysts and portfolio managers who make or participate in making recommendations regarding the purchase or sale of securities for designated MAM -advised Client accounts. The Code Administrator or CCO may also assign certain traders to specific Investment Teams if the trader regularly participates in the Security recommendation process with the analysts or portfolio managers.
     
Limited Offering     A Securities offering that is exempt from registration under the U.S. Securities Act of 1933, pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933, or equivalent foreign statute or regulation. Also known as a private placement Security ( e.g., private investment funds, “hedge funds,” limited partnerships, etc .)
     
MAM Associate     MAM Associates are: (i) any partner, officer, director (or other person occupying a similar status or performing similar functions) of MAM ; (ii) an employee of MAM (including contractors, co-ops and interns); (iii) any person who provides investment advice on behalf of MAM and is subject to the supervision and control of MAM ; (iv) any person meeting the definition of Access Person ; and (v) any other person who the Code Administrator deems a MAM Associate . 14
     
Manulife     Manulife Financial Corporation
     
Manulife Affiliate     All persons or entities controlled by Manulife.
     
Mutual Fund     (a) Any U.S. registered open-end investment management company ( i.e., mutual fund); or (b) a Canadian or foreign regulated mutual fund (UCITs etc.) which meets the following 4 requirements: (i) redemption on demand at the net asset value of fund shares, (ii) forward pricing reflecting the net asset value of fund shares, (iii) daily calculation of the fund’s net asset value in a manner consistent with principles and rules adopted under the Investment Company Act of 1940, and (iv) absence of a secondary market. Refer to SEC No-Action Letter, Manufacturers Adviser Corp., Sept. 10, 2002.
     
No Direct or Indirect Control Over Account     Purchases, sales or dispositions of Securities over which a person has no direct or indirect influence or control ( e.g. , a "blind trust" or certain managed accounts which the Access Person has obtained from the Code Administrator a written exemption).
     
Personal Trading & Reporting System     The web-based reporting and certification system used by MAM to facilitate compliance with certain periodic reporting and pre-clearance obligations imposed under the Code ( a.k.a., PTCC). Access Persons not provided with access to the PTCC will make reports, disclosures, and certifications in an alternate method as directed by the Code Administrator .
     
Pre-Clearable Security     All Securities except those Securities listed on APPENDIX C of the Code as exempt from the pre- clearance requirements of the Code .
     
Preferred Brokers     A current list of MAM’s Preferred Brokers can be found on the Personal Trading & Reporting System website or by contacting the Code Administrator. Refer to Section 5.3 for further information regarding the Preferred Broker requirements.

 

 

14 In reliance on the Prudential SEC no-action letter, certain MAM SEC -registered investment advisers may include in the definition of “ MAM Associate ” any person of a MAM Affiliate who is involved, directly, or indirectly, in MAM’s investment advisory activities.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 20
 

 

 

Appendix A   Definitions of Italicized Code of Ethics Terms (Continued)
     
Pro Rata Discretionary Transactions     Purchases or other acquisitions or dispositions of Securities resulting from the discretionary exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of the issuer. ( e.g ., discretionary participation in takeovers, rights & tender/exchange offerings)
     
Reportable Security     All Securities except those Securities listed as exempt from the Initial and Annual Holdings Report and Quarterly Transaction Report requirements on APPENDIX C of the Code.
     
Same Pre-Clearable Security     For an equity Security , the Same Pre-Clearable Security would include all other equity securities of the same issuer or, other instrument whose value is derived from the value of the issuer’s equity Securities . For a debt Security , the Same Pre-Clearable Security would include all other debt instruments of the same issuer as well as any instrument whose value is derived from the credit, value or reference to the issuer’s debt.
     
Security (Securities)     A “security” as defined by Section 1(1) of the Ontario Securities Act, the Hong Kong Securities and Futures Ordinance, Section 3(a)(10) or the Investment Advisers Act of 1940. Examples include but are not limited to : any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, mutual funds, closed-end funds, unit investment trusts, REITS, ETFs, commodity funds, broker cds, certificate of interest or participation in any profit-sharing agreement, collateral- trust certificate, pre-organization certificate or subscription, transferable share, investment contract, security-based swap, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any “security” (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privileged entered into on a national securities exchange related to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing. References to a Security also includes any warrant for, option in, or “security” or other instrument immediately convertible into or whose value is derived from that “security” and any instrument or right which is equivalent to that “security.” The definition of Security applies regardless of the registration status or domicile of registration of the Security ( i.e., the term Security includes both private placements/limited partnership interests and publicly-traded securities as well as domestic and foreign Securities ). For purposes of this Code , the definition of Securities also includes other instruments and interests labeled as reportable on APPENDIX C of this Code.
     
Securities Laws     The Securities Laws include various domestic and foreign securities-related laws, statutes and rules/regulations that govern MAM’s investment management activities and includes: Ontario Securities Act, UK Financial Services Authority regulations, the Securities and Futures Ordinance of Hong Kong, Securities and Futures Act (Singapore), the Securities Act of 1933 (US), the Securities Exchange Act of 1934 (US), the Sarbanes-Oxley Act of 2002 (US), the Investment Company Act of 1940 (US), the Investment Advisers Act of 1940 (US), Title V of the Gramm-Leach-Bliley Act (US), and the Bank Secrecy Act (US) (as it applies to funds and investment advisers) .

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 21
 

 

 

Appendix B   Code of Ethics Initial Adoption and Amendment Dates
     
Declaration Management & Research LLC   Initially Adopted July 1, 2012, Amended Effective Date September 1, 2013
     
Manulife Asset Management (US) LLC   Initially Adopted January 12, 2012, Amended Effective Date September 1, 2013
     
Manulife Asset Management (North America) Limited   Initially Adopted February 22, 2012, Amended Effective Date November 1, 2013
     
Manulife Asset Management Limited   Initially Adopted February 22, 2012, Amended Effective Date November 1, 2013
     
Manulife Asset Management (Europe) Limited   Initially Adopted September 1, 2013

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 22
 

 

 

APPENDIX C

Securities Reporting & Pre-Clearance

 

Manulife Asset Management Code of Ethics

  Reportable
Security:
Initial and
Annual
Holdings
Reports
  Reportable
Security:
Quarterly
Transaction
Reports
  Pre-Clearable Security?
             

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly.

 

(italicized terms are defined in the Code)

  Does the Access Person need to report the following types of Securities holdings?   Does the Access Person need to report transactions in the following types of Securities ?  

Does the Access Person need to obtain pre-clearance approval prior to transacting in the following types of Securities ?

 

Note: Level 3 Access Persons are only required to obtain pre- clearance approval for transactions involving IPOs, Limited Offerings, and Closed- End Investment Companies advised by a Manulife Affiliate

             
Government Securities            
             
Direct Obligations of the Government of the US or UK   No   No   No
             
State, Province or Municipal Bonds   Yes   Yes   Yes
             
Direct Obligations of the Governments of Canada, Japan, Germany, France or Italy   Yes   Yes   No
             
Money Market Instruments/Commodities/Currency
             
Bankers Acceptances   No   No   No
             
Bank Certificates of Deposit   No   No   No
             
Brokerage Certificates of Deposit   Yes   Yes   No
             
Commercial Paper   No   No   No
             
High Quality Short-Term Debt Instruments   No   No   No
             
Repurchase Agreements   No   No   No
             
Money Market Funds (including Money Market Affiliated Mutual Funds )   No   No   No
             
Physical Commodities and Options and Futures on Commodities (not commodity ETFs or closed-end funds)   No   No   No
             
Foreign and Domestic Currency Holdings/ Transactions (including currency options and futures)   No   No   No

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 23
 

 

 

APPENDIX C

Securities Reporting & Pre-Clearance
(Continued)

 

Manulife Asset Management Code of Ethics

  Reportable
Security:
Initial and
Annual
Holdings
Reports
  Reportable
Security:
Quarterly
Transaction
Reports
  Pre-Clearable Security?
             

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly.

 

(italicized terms are defined in the Code)

    Does the Access Person need to report the following types of Securities holdings?     Does the Access Person need to report transactions in the following types of Securities ?  

Does the Access Person need to obtain pre-clearance approval prior to transacting in the following types of Securities ?

 

Note: Level 3 Access Persons are only required to obtain pre- clearance approval for transactions involving IPOs, Limited Offerings, and Closed-End Investment Companies advised by a Manulife Affiliate

             
IPOs / Private Placements / Limited Offerings            
             
IPOs (Note: Prohibited for Access Person Level 1)   Yes   Yes   Yes
             
Private Placements/Private Funds/Limited Offerings   Yes   Yes   Yes
             
Issuer Event Transactions / Automatic Investment Plans    
             
Involuntary Issuer Transactions and Holdings
(stock dividends, stock splits/reverse splits, or other similar reorganizations or distributions, call of a debt security, and spin-offs of shares to existing holders)
  Yes   Yes   No
             
Issuer Pro Rata Discretionary Transactions/Elections
(purchases or other acquisitions or dispositions resulting from the discretionary exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of such issuer) ( e.g ., discretionary participation in takeovers, rights & tender/exchange offerings)
  Yes   Yes   Yes. Pre-clearance approval for discretionary elections should be sought by manually phoning or emailing the Code Administrator directly.
             

Automatic Investment Plans
(a program in which regular periodic purchases or withdrawals are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation)

 

           ( for Mutual Funds AIPs Refer to below)

  Yes. You must add up all of the Plan transactions for the year and reflect the activity on the Annual Holdings Report   No. You do not need to report automatic (non- discretionary) Plan transactions on the Quarterly Transaction Report   No, however, transactions that override the automatic preset schedule (discretionary purchases /sales, discretionary changes in individual security selection) must be pre-cleared. Note : You do not need to pre-clear a change to your money contribution level into a Plan.

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 24
 

 

 

APPENDIX C

Securities Reporting & Pre-Clearance
(Continued)

 

Manulife Asset Management Code of Ethics

  Reportable
Security:
Initial and
Annual
Holdings
Reports
  Reportable
Security:
Quarterly
Transaction
Reports
  Pre-Clearable Security?
             

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly.

 

(italicized terms are defined in the Code)

    Does the Access Person need to report the following types of Securities holdings?   Does the Access Person need to report transactions in the following types of Securities ?  

Does the Access Person need to obtain pre-clearance approval prior to transacting in the following types of Securities ?

 

Note : Level 3 Access Persons are only required to obtain pre- clearance approval for transactions involving IPOs, Limited Offerings, and Closed-End Investment Companies advised by a Manulife Affiliate

             
Issuer Event Transactions / Automatic Investment Plans    
             
Dividend Reinvestment Plan Automatic Transactions   Yes   No   No
             
Issuer Direct Stock Plan Automatic Transactions   Yes   No   No
             
Issuer Direct Stock Plan Non-Automatic Transactions (discretionary transactions)   Yes   Yes   Yes. A pre-cleared transaction instruction is valid until executed by the Plan.
             
Investment Company Securities            
             
Closed-End Investment Companies   Yes   Yes   Yes
             
Exchange Traded Funds (ETFs) and Exchange Traded Notes   Yes   Yes   Yes, however, Exempt ETFs do not need to be pre-cleared (Refer to definition in Code)
             
Money Market Funds (including Money Market Affiliated Mutual Funds )   No   No   No
             
Mutual Funds * (non-affiliated)   No   No   No
             
* Affiliated Mutual Funds   Yes   Yes   No
* Affiliated Mutual Funds interests held by or through the Manulife Registered Pension Plan (RPS), Manulife Registered Retirement Savings Plan (RRSP), John Hancock Unified 401k Plan, other employer-sponsored retirement plan, 529/RESP plan, or any other account.   Yes   Yes, however do not report automatic transactions/rebalanc es (in accordance with a predetermined schedule/ allocation) on the Quarterly Transaction Report   No
             
* Affiliated Mutual Funds held through a variable (annuity or life) insurance product separate account/unit investment trust   Yes (report Affiliated Mutual Fund unit values)   Yes, however do not report automatic transactions/rebalanc es (in accordance with a predetermined schedule/ allocation) on the Quarterly Transaction Report   No

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 25
 

 

 

APPENDIX C

 

Securities Reporting & Pre-Clearance
(Continued)

 

Manulife Asset Management Code of Ethics

  Reportable
Security:
Initial and
Annual
Holdings
Reports
  Reportable
Security:
Quarterly
Transaction
Reports
  Pre-Clearable Security?
             

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly.

 

(italicized terms are defined in the Code)

    Does the Access Person need to report the following types of Securities holdings?   Does the Access Person need to report transactions in the following types of Securities ?  

Does the Access Person need to obtain pre-clearance approval prior to transacting in the following types of Securities?

 

Note: Level 3 Access Persons are only required to obtain pre-clearance approval for transactions involving IPOs, Limited Offerings, and Closed- End Investment Companies advised by a Manulife Affiliate

             
Employee Compensation Instruments            
             
MFC Shares in the MFC Global Share Ownership Plan (GSOP)   Yes   Purchases—No Sales—Yes   No
             
MFC Restricted Share Units (RSU), Deferred Share Units (DSU), or Performance Share Units (PSU)   No   No   No
             
  Options Acquired from MFC or Other Public Company Employer as Part of Employee Compensation (MFC Solium Account options)   Yes   Yes  

Grants - No. You do not need to pre-clear a MFC option grant but do need to report the grant in your quarterly transaction report.

 

Exercising Options - Yes. You do need to pre-clear a sale or exercise of these employment-related options.

             
Employer Phantom Stock/Phantom Option Interest
(granted as compensation to employee, only employer can redeem interest and interest is non-transferrable)
  No   No   No
             
Gifts / Blind Trusts / Managed Accounts            
             
Gifts, Inheritances, or Donations of Reportable Securities (received or given)   Yes   Yes  

Securities Gifts & Inheritances Received - No

 

Securities Given or Donated - Yes

             
No Direct or Indirect Control Over Account
( Securities held in, purchased/sold for an account where a person does not have direct or indirect influence or investment/ proxy voting control , e.g., Blind Trusts, Certain Managed Accounts)
  No*   No*  

No*

*However, you must report initial and annual holdings in (as well as pre- clear and report quarterly transactions for) a Managed Account unless the Access Person has obtained a specific written pre- clearance or reporting exemption from the Code Administrator .

 

Complete definitions for italicized terms may be found in APPENDIX A of the Code. 26

 

Exhibit (p)(3)

 

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Code of Ethics – AWM US

 

 

Table of Contents  

1.  Overview 4
2. General Rule 5
3. Standards of Business Conduct 5
4. Definitions 7
5.  Restrictions 8
A. General 8
B. Specific Blackout Period Restrictions 9
C. New Issues (IPOs) 10
D. Short-Term Trading 10
E. Holding Period Requirement 10
F. Restricted Lists 11
G. Private Placements, Private Investment Partnerships and Other Private Interests 12
H. Other General Restrictions 12
6. Compliance Procedures 13
A. Designated Brokerage Accounts 13
B. Pre-Clearance 14
C. DWS Investments Mutual Fund Holdings 14
D. Reporting Requirements 14
E. Confirmation of Compliance with Policies 16
7. Other Procedures/Restrictions 16
A. Service on Boards of Directors 16
B. Outside Business Affiliations 17
C. Executorships 17
D. Trusteeships 17
E. Custodianships and Powers of Attorney 17
F. Gifts and Entertainment 17
G. Rules for Dealing with Governmental Officials and Political Candidates 18
H. Confidentiality 19
8. Supervision 19
9. Sanctions 20
10.  Interpretations and Exceptions 20
11. Associated Policies 20
SCHEDULE A: AWM – US Code of Ethics Sanctions 21

 

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1. Overview

 

The Deutsche Asset & Wealth Management (“AWM”) US Code of Ethics (the “Code”) sets forth the specialized rules for business conduct and guidelines for the personal investing and business activities generally required of employees within AWM. The provisions of the Code apply to all US AWM employees. This includes the following:

 

· All Asset & Wealth Management (“AWM”) employees in the US in the Active, Passive, Lending & Deposits, Global Client, Alternative Real Assets, and Alternative Fund Solutions Groups;
· All employees of Deutsche Bank Securities Inc. (“DBSI”) Private Client Services (“PCS”) division in the US;
· All employees of Deutsche Bank (“DB”) Private Bank in the US;
· All other employees involved in executing or supporting DB’s US Registered Investment Adviser (“RIA”) businesses; and
· Any employees as the Compliance Department (“Compliance”) 1 may determine to be covered by this Code, from time to time.

 

Employees in certain business groups within AWM, such as ARA, may be subject to additional personal trading restrictions which are described in business specific procedures.

 

This Code applies in addition to the following related policies and should be read together with such policies:

 

· Code of Business Conduct and Ethics – DB Group
· Code of Professional Conduct – US
· Employee Trading Policy – DB Group
· Employee and Employee-Related Accounts Trading Policy – Americas
· All other relevant Deutsche Asset & Wealth Management, DB and DBSI policies and procedures

 

For access to the policies and procedures, see the DB Policy Portal .

 

Together, this Code of Ethics, the Code of Business Conduct and Ethics – DB Group and other relevant Compliance policies underscore DB’s commitment that in all of our dealings, we will act with fairness, decency and integrity and adhere to the highest standards of ethics. The success of this commitment depends on the conduct of each DB employee.

 

Accordingly, each employee must have a reasonable knowledge of the policies that are applicable to them and their business. Supervisors are responsible for instituting reasonable measures to make sure that employees understand them, are kept up-to-date of any changes, and comply with them.

 

DB enhances its corporate governance through a strong risk management culture and expects its employees to take a holistic approach to managing risk and return and effectively managing DB’s risk, capital, and reputation. Examples of the strong risk cultural behaviors expected of our employees include:

 

— Being fully responsible for DB’s risks.

— Being rigorous, forward looking, and comprehensive in the assessment of risk.
— Inviting colleagues to challenge.
— Troubleshooting collectively.
— Placing DB and its reputation at the heart of all decisions.

 

 

1 “Compliance” refers to the DB Americas Compliance Department (generally referred to herein as “Compliance” and/or its unit specifically designated to the AWM business unit, “AWM Compliance”).

 

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Any questions as to the interpretation of the Code should be referred to a Compliance Officer for further assistance.

 

2. General Rule

 

All Employees (as defined below) must carry out their duties for the exclusive benefit of their client accounts. Consistent with this standard, the interests of AWM clients take priority over the investment desires of AWM and AWM personnel. All AWM personnel must conduct themselves in a manner consistent with the requirements and procedures set forth in the Code as follows:

 

· There must be no conflict, or appearance of conflict, between the self-interest of any Employee and the responsibility of that Employee to DB, its shareholders or its clients. 2

 

· Employees must never improperly use their position with DB for personal or private gain to themselves, their family or any other person.

 

Employees are required to comply with applicable US federal securities and banking laws and may also be required to comply with other policies imposing separate requirements. Specifically, they may be subject to laws or regulations that impose restrictions with respect to personal securities transactions, including, but not limited to, Section 17(j) and Rule 17j-1 under the Investment Company Act of 1940 (the “Act”). The purpose of this Code is to ensure that, in connection with his or her personal trading, no Employee shall conduct any of the following acts upon a client account:

 

· To employ any device, scheme or artifice to defraud;
· To make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading;
· To engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or
· To engage in any manipulative practice.

 

Any violations of the Code must be reported to the designated AWM Compliance person. The Chief Compliance Officer(s) will receive periodic reports of all violations of the Code.

 

DB Americas Employee Hotline

 

If it is not practical to report the matter to the noted contacts above, Employees may also report such issues to the DB Americas Employee Hotline at 1-866-504-6667. The hotline is a toll-free number available 24/7/365 and which may be used to relay any issues or concerns about potentially unethical or inappropriate business practices on an anonymous basis.

 

3. Standards of Business Conduct

 

DB has established minimum personal and professional conduct standards in the Code of Business Conduct and Ethics – DB Group , Human Resources policies, and various Compliance policies to facilitate compliance with applicable laws, rules and regulations when carrying out responsibilities on behalf of DB. DB will provide ongoing training and education on personal and professional conduct issues.

 

 

2 The rules herein cannot anticipate all situations which may involve a possible conflict of interest. If an Employee becomes aware of a personal interest that is, or might be, in conflict with the interest of a client, that person should disclose the potential conflict to AWM Compliance or Legal prior to executing such transaction.

 

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In sum, these standards require that all Employees:

 

· Conduct all business done on behalf of DB in a professional, fair and legal manner.

 

· Attend all applicable training and education programs.

 

· Respond to external requests for information only following consultation with, and agreement of the appropriate DB department.

 

· Communicate on behalf of DB in a professional manner and ensure such communications are clear, fair, balanced and accurate to the best of your knowledge.

 

· Do not engage in any internal or external business activities or dealings that could interfere with your employment with DB or may result in a conflict of interest or give the appearance of impropriety.

 

· Record, maintain and report accurately all information you create or control.

 

· Maintain the confidentiality of all information about DB, its customers and other companies that you create, control or have access to.

 

· Use DB’s approved systems and facilities for business purposes.

 

· Do not trade or recommend securities (or encourage others to do so) on the basis of “inside information”.

 

· Know DB’s information barrier controls, in particular, where you and your business division sit with regard to these controls.

 

· When dealing with customers, ensure that your conduct complies with appropriate rules and regulations including applicable stock exchange and self-regulatory organization rules ( for example, NYSE, FINRA).

 

· Know and follow DB’s Anti-Money Laundering Program, New Client Adoption requirements and embargoes.

 

· Report promptly any suspected violation of DB policy or illegal conduct.

 

In particular, DB expects all employees to act with fairness, decency and integrity and adhere to the highest standards of ethics, avoiding any activity, interest, or external association that could impair or give the appearance of impairing your abilities to perform your work objectively and effectively. If a conflict of interest arises, it must be managed promptly and appropriately, and with the interests of our customers paramount to all others.

 

Employees will, in varying degrees, participate in or be aware of fiduciary and investment services provided to investment advisory clients, registered investment companies, institutional investment clients, employee benefit trusts and other types of investment advisory accounts. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity. We will at all times conduct ourselves with integrity and distinction, putting first the interests of our clients.

 

 

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4. Definitions

 

A. Employee” is a general term which shall include all Investment Personnel and Access Persons 3 .

 

B. Investment Personnel ” shall mean and include:

 

(i) Portfolio Managers, portfolio consultants, traders, analysts (including other Employees who work directly with these individuals in an assistant capacity) and others as may be determined by AWM Compliance. As those responsible for making investment decisions (or participating in such decisions) in client accounts or providing information or advice to Portfolio Managers or otherwise helping to execute or implement the Portfolio Managers' recommendations, Investment Personnel occupy a comparatively sensitive position, and thus, additional rules outlined herein apply to such individuals.

 

(ii) PCS Client Advisors are considered Investment Personnel.

 

C. Accounts ” shall mean any Securities, mutual fund (including municipal fund securities and 529 Plans), commodities, commodities future or currency account whether maintained with the Firm’s Designated Brokers (see below) or other financial institutions including:

 

(i) domestic or foreign broker-dealers;
(ii) investment advisers or portfolio managers;
(iii) commodities and futures commission merchants;
(iv) banks and other financial institutions.

 

D. Employee and Employee-Related Account ” of any person subject to the Code shall mean any Account in which an employee has a personal financial interest, a legal right to effect transactions, or otherwise influences or exercises control over the account. These include:

 

(i) Any personal account of an employee;
(ii) Any joint or tenant-in-common account in which the employee is a participant;
(iii) Any account for an individual who is supported, directly or indirectly, to a material extent by the employee;
(iv) Any account for a spouse, domestic partner or minor child;
(v) Any account for which the employee acts as the trustee, executor, guardian, personal representative, custodian or any other similar role in which the employee influences a specific transaction; or
(vi) Any account in which the employee has a direct or indirect financial interest.

 

NOTE: ANY PERSON SUBJECT TO THE CODE IS RESPONSIBLE FOR COMPLIANCE WITH THESE RULES WITH RESPECT TO ANY EMPLOYEE RELATED ACCOUNT, AS APPLICABLE.

 

E. Securities ” shall include equity or debt securities, derivatives of securities (such as options, warrants, and ADRs), futures, commodities, securities indices, exchange-traded funds, government and municipal bonds and similar instruments, but do not include :

 

 

3 All AWM employees in the U.S. are generally considered Access Persons for the purposes of this Code. An Access Person is a supervised person who has access to non-public information regarding clients' purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are non-public. A supervised person who has access to non-public information regarding the portfolio holdings of affiliated mutual funds is also an Access Person.

 

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(i) Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

 

F. Mutual Funds ” shall include all mutual funds (open-end and closed-end mutual funds), but will exclude :

 

(i) Shares of open-end money market mutual funds (unless otherwise directed by AWM Compliance).

 

5. Restrictions

 

For purposes of the Code, a prohibition or requirement applicable to any Employee applies also to transactions in Securities and Mutual Funds for any of that Employee’s Employee Related Accounts, including transactions executed by that Employee's spouse or relatives living in that Employee's household (see definition under 4.D.(iii) above).

 

Employees must always act to avoid any actual or potential conflict of interest between their duties and responsibilities and their personal investment activities. To avoid potential conflicts, absent specific written approval from their Managing Officer 4 and Compliance, Employees should not personally invest in Securities issued by companies with which they have significant dealings on behalf of AWM, or in investment vehicles sponsored by the companies. Additional rules that apply to Securities transactions by Employees, including the requirement for Employees to pre-clear personal Securities transactions and rules regarding how Employee Related Accounts must be maintained are described in more detail later in this Code.

 

A. General

 

(i) The Basic Policy : Employees have a personal obligation to conduct their investing activities and related Securities and Mutual Fund transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of Deutsche Asset and Wealth Management and its clients. Employees must carefully consider the nature of their responsibilities - and the type of information that he or she might be deemed to possess in light of any particular Securities and Mutual Fund transaction - before engaging in that transaction.

 

(ii) Material Non-public Information : Employees in possession of material non-public information about or affecting Securities or their issuer are prohibited from buying or selling such Securities or advising any other person to buy or sell such Securities.

 

See also the Information Security Policy – DB Group and the Handling Confidential and Non-Public, Price Sensitive Information and Chinese Walls Policy - DB Group .

 

(iii) Firm and Departmental Restricted Lists : Employees are not permitted to buy or sell any Securities that are included on the Corporate Restricted List (available on the intranet) and/or other applicable restricted lists. See “Restricted Lists” below.

 

(iv) “Front-Running:” Employees are prohibited from buying or selling Securities, Mutual Funds or other instruments in their Employee Related Accounts so as to benefit from the Employee’s knowledge of the firm’s or a client's trading positions, plans or strategies, or forthcoming research recommendations.

 

 

4 For purposes of this policy, "Managing Officer" is defined as an officer of at least the Managing Director level to whom the Employee directly or indirectly reports, who is in charge of the Employee’s unit (e.g., a Department Head, Division Head, Function Head, Group Head, General Manager, etc.).

 

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B. Specific Blackout Period Restrictions

 

(i) SAME-DAY RULE:

 

Employees shall not knowingly or otherwise effect the purchase or sale of a Security for an Employee Related Account on a day during which any AWM client account 5 has a “buy” or “sell” order for the same Security, until that order is executed or withdrawn. PCS Investment Personnel may aggregate their Employee Related trades with the trades of client accounts where the individual has discretionary trading authority as described below in (iii) 1-Day Rule.

 

(ii) 5-DAY RULE (Applicable to all Investment Personnel except PCS Investment Personnel):

 

Investment Personnel shall not effect the purchase or sale of a Security for an Employee Related Account within five calendar days before or five calendar days after the same Security is traded (or contemplated to be traded) for a client account with which the individual is associated.

 

(iii) 1-DAY RULE (Applicable to PCS Investment Personnel only):

 

PCS Investment Personnel shall not effect the purchase or sale of a Security for an Employee Related Account within one business day before or one business day after the same Security is traded by a client account with which the individual has discretionary trading authority. PCS Investment Personnel are, however, permitted to aggregate their Employee Related trades with the trades of client accounts where the individual has discretionary trading authority. Orders for client accounts should still receive preference over trades in Employee Related Accounts of PCS Investment Personnel. If delays are experienced in obtaining supervisory or compliance approvals for the purchase or sale of a Security for an Employee Related Account, the client order should not be delayed or postponed.

 

(iv) G-CUBE RULE (Applicable to all Employees with G-CUBE access):

 

Employees and other personnel with real time access to a global research sharing system platform shall not effect the purchase or sale of a Security for an Employee Related Account within five calendar days before or five calendar days after the same Security (a) is added to/deleted from or has its weighting changed in the “Model” Portfolio; or (b) has its internal rating upgraded or downgraded; or (c) has research coverage initiated.

 

(v) DB Securities:

 

During certain times of the year, all DB employees are prohibited from conducting transactions in the equity and debt Securities of DB, which affect their beneficial interest in the firm. Compliance generally imposes these “blackout” periods around the fiscal reporting of corporate earnings. Blackouts typically begin two days prior to the expected quarterly or annual earnings announcement and end after earnings are released publicly. Additional restricted periods may be required for certain individuals and events, and Compliance will announce when such additional restricted periods are in effect. Employees are prohibited from trading in options on DB securities.

 

 

5 Open orders for PCS client accounts are excluded from the Same Day Rule requirement.

 

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(vi) Exceptions to Blackout Periods ( above items i, ii, and iii only ):

 

The following are exempt from the specified blackout periods:

 

· The purchase or sale of 500 shares or less in companies comprising the S&P 500 Index;
· ETFs (Exchange-Traded Funds – e.g., SPDRs or “Spiders” (S&P 500 Index), DIAs or “Diamonds” (Dow Jones Industrial Average), etc.);
· Government and municipal bonds;
· Currency and Interest Rate Futures;
· Shares purchased under an issuer sponsored Dividend Reinvestment Plan (“DRIPs”), other than optional purchases;
· To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities; and
· Securities purchased under an employer sponsored stock purchase plan or upon the exercise of employee stock options.

 

Note: Transactions in derivative instruments, including warrants, convertible Securities, futures and options, etc. shall be restricted in the same manner as the underlying Security.

 

C. New Issues (IPOs)

 

Employees are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering. This prohibition applies even if DB (or any affiliate) has no underwriting role and/or is not involved with the distribution.

 

D. Short-Term Trading

 

Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. DB generally discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event, excessive or inappropriate trading that interferes with job performance or compromises the duty that DB owes to its clients and shareholders will not be tolerated.

 

E. Holding Period Requirement

 

In general, Employees are prohibited from transacting in the purchase and sale , of the same (or equivalent) Securities and closed-end Mutual Funds within 30 calendar days. For PCS Investment Personnel and other PCS front office personnel (e.g. Sales Assistants), the holding period is seven (7) days. This requirement also applies to all funds (open-end or closed-end) of DWS Investments. The 30-day holding period also applies to each short vs. the box sale, which is the only short sale permitted activity. Therefore, for purposes of this section, each covered transaction will be checked against the last transaction made by the employee in the same security on the opposite side (Buy/Sell).

 

Mutual Funds subject to periodic purchase plans (including your DB 401(k) plan) can be sold once within 30 calendar days after a periodic purchase.

 

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The following are exempted from this restriction:

 

· Shares purchased under an issuer sponsored Dividend Reinvestment Plan (“DRIPs”), other than optional purchases;
· To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities;
· Securities purchased under an employer sponsored stock purchase plan;
· Securities pre-cleared and purchased with a specific stop-limit provision attached;
· Exchange traded funds;
· Fixed Income Mutual Funds investing in government bonds with “short-term” in their name; and
· Open-end Mutual Funds other than DWS Investments Mutual Funds, for which AWM does not serve as sub-advisor. (Note: Both DWS Open-end and Closed-end Mutual Funds are subject to the 30-Day Rule.)

 

F. Restricted Lists

 

(i) DB Restricted List

 

The DB Restricted List is comprised of securities in which the normal trading or recommending activity of DB and its employees is prohibited or subject to specified restrictions. While the DB Restricted List is distributed extensively internally and posted on the intranet, its composition is generally considered sensitive and should not be shared outside of DB.

 

All employees are responsible for checking the Restricted List prior to entering into any transaction, soliciting customer orders or issuing research. Failure to observe the requirements of the Restricted List is considered a serious disciplinary matter and may result in sanctions, which could include dismissal (subject to local HR and labor law conventions).

 

The Restricted List can be found at https://cresta.uk.intranet.db.com/cwa/rl/overview.jsp or can be accessed from the Compliance intranet home page. In some businesses, automated feeds are integrated into trading and other systems. It is your responsibility to know how to access the Restricted List and to determine if it is integrated into systems you use.

 

(ii) AWM Restricted List

 

The AWM Restricted List is comprised of securities for which Employees have reported material non-public information or for various other reasons which result in the need to restrict trading for Employees. The AWM Restricted List is not published outside of Compliance. Requests for trades in securities which are on the AWM Restricted List will be automatically denied. During the time that a security is placed on the Restricted List, effecting any purchase and sale transactions involving that security for the period of time that it is on the Restricted List, is prohibited.

 

Please also see the Restricted List Policy – DB Group .

 

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Code of Ethics – AWM US

 

 

G. Private Placements, Private Investment Partnerships and Other Private Interests

 

Prior to effecting a transaction in private Securities (i.e., Securities not requiring registration with the Securities and Exchange Commission and sold directly to the investor), or purchasing or subscribing for interests of any kind in a privately held company, private investment partnership, or industrial/commercial property, all Employees must first, in accordance with DB policy, obtain the approval of his/her supervisor and then pre-clear the transaction with Compliance, including completing the questionnaire in the Employee Trade Request Application (“ ETRA ”) system. Any new Employee, who holds an interest in any of the above, must disclose such holdings to the Compliance Department within 10 days of employment.

 

Interests in private Securities, privately held companies, investment partnerships, and industrial/commercial property, other than family partnerships, will typically be expected to involve passive holdings of no more than 5% of the entity, where the Employee does not participate in any way in the solicitation of investors or capital raising and does not serve in the management or on the board of directors of such entity.

 

(i) DB-Sponsored Private Placements, Private Investment Partnerships and Other Private Interests

 

Employee investments or transactions (including liquidations) in DB’s Proprietary Products (for example, Global Equity Derivatives structured notes (ELNs/MCNs), DB-issued private equity or real estate funds, etc.) raises special concerns regarding the potential for conflicts of interest or the appearance of conflicts. Accordingly, transactions in such securities must be reported to and approved in advance by the employee’s supervisor and the Employee Trading Group. Specific questions will be asked regarding Proprietary Products and specific restrictions will apply. Employees must complete the on-line Private Transactions Pre-Clearance Questionnaire (available on ETRA ) to obtain approval for such requests. Employees should not proceed with any such investments until they have obtained approval from the Employee Trading Group.

 

In addition, the following categories of employees are prohibited from investing in any Proprietary Product sponsored by WM’s Americas Execution Teams and/or approved by the Product Review Committees (PRCs) of PCS, WM US Onshore and/or WM LatAm:

 

· All Americas Execution teams employees;
· All members of the Product Review Committees;
· All persons involved in the origination, structuring, due diligence, review and/or approval of the product; and
· All persons involved in making a trading market or facilitating investors’ after-market liquidations/unwinds or investments in the product.

 

H. Other General Restrictions

 

Employees are also subject to the following general restrictions:

 

· Employees are prohibited from sharing in the profits and losses of customer accounts (unless the customer is a family member of the employee, for example, joint accounts).

· Taking unfair advantage of any customer, supplier, competitor, or other firm information through manipulation, concealment, abuse of privileged information, misrepresentation of material fact, or any other unfair dealing or practice.

· Accepting personal fees, commissions, other compensation paid, or expenses paid or reimbursed from others, not in the usual course of DB's business, in connection with any business or transaction involving DB.

 

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Code of Ethics – AWM US

 

 

· Using non-approved/sponsored DB systems (information technology and electronic communications system) to conduct DB business.

· Permitting firm property (including data transmitted or stored electronically and computer resources) to be damaged, lost, misused, or intercepted in an unauthorized manner.

· Borrowing or accepting money from customers or suppliers unless the customer or supplier is a financial institution that makes such loans in the ordinary course of its business.

· Providing customers with legal, tax, or accounting advice.

· Doing any of the above actions indirectly through another person.

· Entering into cross transactions between the employee’s accounts and any other account.

· Contacting other broker-dealers to prearrange trades for their accounts.

· Effecting transactions that might raise or give the appearance of a conflict with the employee’s duties or responsibilities with DB.

· Timing transactions in Employee and Employee-Related or client accounts to take advantage of possible market action caused by transactions in other client accounts.

 

6. Compliance Procedures

 

A. Designated Brokerage Accounts

 

All Employees must obtain the explicit permission of the Employee Trading Group prior to opening a new Employee or Employee-Related Account. Upon joining DB, new Employees are required to disclose all of their Employee Related Accounts (as previously defined) to the Employee Trading Group and must carry out the instructions provided to conform such accounts, if necessary, to the firm's policies.

 

Under no circumstance is an Employee permitted to open or maintain any Employee Related Account that is undisclosed to Compliance. Also, the policies, procedures and rules described throughout this Code of Ethics apply to all Employee Related Accounts.

 

Accordingly, all Employees are required to open and maintain their Employee Related Accounts in accordance with the Employee Trading Policy – DB Group and the Employee and Employee-Related Accounts Trading Procedures - US , including directing their brokers to supply duplicate copies of transaction confirmations and periodic account statements, as well as additional division-specific requirements, if any.

 

(i) Additional Requirements for PCS Personnel

 

To facilitate effective supervision and monitoring, all Employee and Employee-Related Accounts of PCS RIA Investment Personnel must be held at Private Client Services (“PCS”). Accounts held at any outside brokerage firms (including E*TRADE and Charles Schwab) are generally prohibited and must be promptly transferred to PCS.

 

All other PCS personnel must maintain their accounts with an approved “designated broker” (for example, PCS and E*TRADE).

 

Exceptions may be granted on a very limited basis and only upon the prior written request and approval of senior management, the DBSI RIA Chief Compliance Officer or designee and the Employee Trading Group. Any outside account approved as an exception to this requirement will be subject to special reporting requirements as detailed in Section D, below. (Within PCS, outside accounts may be maintained either with Full Brokerage Services or Employee Brokerage Services.)

 

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Code of Ethics – AWM US

 

 

B. Pre-Clearance

 

All Employee Trades must be pre-cleared by the 1) employee’s supervisor (or designee) and 2) the Employee Trading Group. Execution of a trade may not take place until the trade has been pre-cleared by the supervisor (or designee) and the Employee Trading Group. Failure to complete the pre-clearance process may result in cancellation of the Employee Trade and disciplinary action, including termination. Employees are responsible for all consequences resulting from cancelled employee trades that were not processed in accordance with this Code or related DB policies and procedures. Currently, employees must seek approval to trade (purchase or sell) common stock, single stock options, preferred stock, and warrants on equity, equity rights, closed end mutual funds and corporate bonds.

 

Pre-clearance of employee trades must be processed via ETRA , which is available on the Employee Compliance Applications Portal accessible on dbnetwork Americas . Approvals are valid only for the day granted. Good Till Cancelled (GTC) orders are NOT permitted in instruments for which pre-clearance is required. If the security or product is NOT subject to pre-clearance (e.g., ETFs (excluding DB sponsored ETFs which must be pre-cleared), currencies, treasuries, indexes, etc.), extended period limit orders may be entered.

 

The following are exempted from the pre-clearance requirement:

 

· Open-end Mutual Funds (including DWS open-end mutual funds);
· Direct obligations of the Government of the United States;
· Shares purchased under an issuer sponsored Dividend Reinvestment Plan (“DRIPs”), other than optional purchases;
· Accounts expressly exempted by Compliance which are managed under the exclusive direction of an outside money manager;
· Securities pre-cleared and purchased with a specific stop-limit provision attached do not require additional pre-clearance prior to execution;
· To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities;
· Securities purchased under an employer sponsored stock purchase plan; and
· Exchange Traded Funds (excluding DB sponsored ETFs which must be pre-cleared. Note: Investment Personnel within the Passive business group are prohibited from investing in DB sponsored ETFs.)

 

C. DWS Investments Mutual Fund Holdings

 

All Employees are required to maintain their holdings of DWS Investments Mutual Funds in the DB 401(k) Plan, in E*Trade, Charles Schwab, DB Alex. Brown, or Fidelity brokerage accounts, or directly with DWS Investments.

 

D. Reporting Requirements

 

(i) Disclosure of Employee Related Accounts/Provision of Statements

 

As stated in Section 6.A. Designated Brokerage Accounts above, upon joining DB, new Employees are required to disclose all of their Employee or Employee-Related Accounts to Compliance, and must carry out the instructions provided to conform such Accounts, if necessary, to DB policies.

 

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Code of Ethics – AWM US

 

 

(ii) Initial Personal Securities Holdings Report (“IPSHR”)

 

In addition, no later than ten (10) days after an individual becomes an Employee (i.e., joining/transferring into AWM, etc.), he or she must also complete and return a “Personal Securities Holdings Report” (filed during the “new hire” Code of Ethics Annual Acknowledgement) for personal Securities holdings to AWM Compliance (see iv. Annual Acknowledgement of Personal Securities Holdings below). The information must be current as of a date no more than forty-five (45) days prior to the hire date.

 

(iii) Quarterly Personal Securities Trading Reports (“PSTR”)

 

Within thirty (30) days of the end of each calendar quarter, all Employees must submit to AWM Compliance a PSTR for Securities and closed-end Mutual Fund transactions, unless exempted by a division-specific requirement, if any.

 

Personal transactions in DWS Investments funds and funds advised by DWS Investments and well as transactions in any off-shore funds must be included in this report.

 

Employees that do not have any reportable transactions in a particular quarter must indicate as such in the reporting system for the respective quarter.

 

The following types of transactions do not have to be reported :

 

o Transactions effected in an account in which the employee has no direct or indirect influence or control (i.e. discretionary/managed accounts) do not have to be reported.

 

o Transactions in Mutual Funds subject to periodic purchase plans are not required to be reported quarterly, but holdings may still require reporting annually (see iv. below).

 

o Transactions effected pursuant to an automatic investment plan or as a result of a dividend reinvestment plan do not have to be reported but holdings will require reporting annually (see iv. below).

 

o Transactions in the following:

 

· Bankers’ Acceptances;
· Bank Certificates of Deposits (CDs);
· Commercial Paper;
· Money Markets;
· Direct Obligations of the US Government;
· High Quality, Short-Term Debt Instruments (including repurchase agreements); and;
· Open-End Mutual Funds other than DWS Investments Mutual Funds, funds advised by DWS Investments, and off-shore funds (unless specifically directed by Compliance)

 

(iv) Annual Acknowledgement of Personal Securities Holdings

 

All Employees must submit to Central Compliance on an annual basis at a date specified by AWM Compliance, a Personal Securities Holdings Report for all Securities and closed-end Mutual Fund holdings, unless exempted by a division-specific requirement, if any.

 

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Code of Ethics – AWM US

 

 

The information submitted must be current with forty-five (45) calendar days of the report date.

Personal holdings in DWS Investments funds and funds advised by DWS Investments as well as holdings in any off-shore funds must be included in this report.

 

Employees that do not have any reportable securities holdings must indicate as such in the reporting system.

 

The following types of holdings do not have to be reported :

 

· Securities held in accounts over which the employee had no direct or indirect influence or control (i.e. discretionary/managed accounts);
· Bankers’ Acceptances;
· Bank Certificates of Deposits (CDs);
· Commercial Paper;
· Money Markets;
· Direct Obligations of the US Government;
· High Quality, Short-Term Debt Instruments (including repurchase agreements); and
· Open-End Mutual Funds other than DWS Investments Mutual Funds, funds advised by DWS Investments, and off-shore funds (unless specifically directed by AWM Compliance).

 

(v) Annual Acknowledgement of Accounts

 

Once each year, at a date to be specified by Compliance, each Employee must acknowledge that they do or do not have brokerage and Mutual Fund Accounts. Employees with brokerage and Mutual Fund Accounts must acknowledge each Account.

 

E. Confirmation of Compliance with Policies

 

Annually, each Employee is required to acknowledge that he or she has received the Code, as amended or updated, and confirm his or her adherence to it. Understanding and complying with the Code and truthfully completing the Acknowledgment are the obligations of each Employee. Failure to perform this obligation may result in disciplinary action, including dismissal, as well as possible civil and criminal penalties. (See Section 1.OVERVIEW)

 

7. Other Procedures/Restrictions

 

A. Service on Boards of Directors

 

Service on Boards of publicly traded companies should be limited to a small number of instances. However, such service may be undertaken after approval from the appropriate business head and AWM Compliance, based upon a determination that these activities are consistent with the interests of DB and its clients. Employees serving as directors for publicly traded companies will not be permitted to participate in the process of making investment decisions on behalf of clients which involve the subject company.

 

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Compliance

 

Code of Ethics – AWM US

 

 

B. Outside Business Affiliations

 

Employees may not maintain outside business affiliations (e.g., officer, director, governor, trustee, part-time employment, etc.) without the prior written approval of the appropriate senior officer and AWM Compliance. Employees may not engage in any activities on behalf of an approved outside business affiliation during company time or while using DB property (e.g., e-mail, internet) other than on a purely de minimus basis.

 

C. Executorships

 

As a general rule, AWM discourages acceptance of executorships by members of the organization. However, family relationships may make it desirable to accept executorships under certain wills. In all cases (other than when acting as Executor for one's own spouse, domestic partner, parent or spouse's or domestic partner’s parent), it is necessary for the individual to have the written authorization of the appropriate senior officer of the respective business unit and AWM Compliance.

 

Authorization to serve as an executor may be given in situations assuming that arrangements for the anticipated workload can be made without undue interference with the individual's responsibilities to DB. For example, this may require the employment of an agent to handle the large amount of detail which is usually involved. In such a case, the firm would expect the individual to retain the commission. There may be other exceptions which will be determined based upon the facts of each case.

 

D. Trusteeships

 

All trusteeships must have the written approval of the firm and must be reported in writing to Compliance.

 

The firm will normally authorize Employees to act as trustees for trusts of their immediate family. Other non-client trusteeships can conflict with our clients' interests so that acceptance of such trusteeships will be authorized only in unusual circumstances.

 

E. Custodianships and Powers of Attorney

 

It is expected that most custodianships will be for minors of an individual's immediate family. These will be considered as automatically authorized and do not require written approval of the firm. However, the written approval of AWM Compliance is required for all other custodianships. All such existing or prospective relationships must be reported in writing to AWM Compliance.

 

Entrustment with a Power of Attorney to execute Securities transactions on behalf of another requires written approval of Compliance.  Authorization will only be granted if AWM believes such a role will not be unduly time consuming or create conflicts of interest.

 

Please see the Outside Business Activities and Other Affiliations Policy - US for A-E above.

 

F. Gifts and Entertainment

 

Giving and receiving gifts and entertainment can create a conflict of interest or the appearance of a conflict of interest and may, in some instances, violate the law 6 . Employees may not accept or give gifts, entertainment, or other things of material value that would create the appearance that the gift or entertainment is intended to influence or reward the receipt of business, or otherwise affect an employee’s decision-making.

 

 

6 Under the Bank Bribery Act and other applicable laws and regulations, severe penalties may be imposed on anyone who offers or accepts such improper payments or gifts. If you receive or are offered an improper payment or gift, or if you have any questions as to the application or interpretation of DB’s rules regarding the acceptance of gifts, you must bring the matter to the attention of the Compliance Department.

 

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Compliance

 

Code of Ethics – AWM US

 

 

Gifts offered or received which have no undue influence on providing financial services may be permitted in accordance with the Gifts, Entertainment, and Charitable Donations Policy – Asset Management US or the Gifts and Entertainment Policy - US . In addition, special circumstances may apply to Employees acting in certain capacities within the organization. 7

 

Gifts and Entertainment to Public/Government Officials, Taft Hartley Union Officials and ERISA Plans and their Fiduciaries

 

The Department of Labor and other governmental agencies, legislative bodies and jurisdictions may have rules and regulations regarding the receipt of gifts by their employees or officials. In many cases, the giving of gifts or entertainment to these entities or individuals will be prohibited. Please see the Gifts, Entertainment, and Charitable Donations Policy for further details.

 

Non-Cash Compensation

 

Employees, Registered Representatives and Associated Persons of Deutsche Asset Management broker-dealer affiliates must also comply with Financial Industry Regulatory Authority (“FINRA”) Rules governing the payment of Non-Cash Compensation. Non-Cash Compensation encompasses any form of compensation received in connection with the sale and distribution of variable contracts and investment company securities that is not cash compensation, including, but not limited to, merchandise, gifts and prizes, travel expenses, meals and lodging.

 

For more information on the policy refer to the DWS Investments Distributors, Inc. Written Supervisory Procedures Manual – AWM US .

 

G. Rules for Dealing with Governmental Officials and Political Candidates

 

(i) Corporate Payments or Political Contributions

 

No corporate payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing or retaining business for DB or influencing any decision on its behalf.

 

The Federal Election Campaign Act prohibits corporations and labor organizations from using their general treasury funds to make contributions or expenditures in connection with federal elections, and therefore DB departments may not make contributions to US Federal political parties or candidates . The Political Contributions to US Officials and US Lobbying Activities Policy does not permit corporate political contributions in federal, state or local elections. It also states that "no employee may be compensated by the Firm, or cause the Firm to reimburse, any Political contributions.

 

Under the Foreign Corrupt Practices Act, Bank Bribery Law, Elections Law and other applicable regulations, severe penalties may be imposed on DB and on individuals who violate these laws and regulations. Similar laws and regulations may also apply in various countries and legal jurisdictions where DB does business. See the Foreign Corrupt Practices Act Policy – US .

 

 

7 In accordance with regulations and practices in various jurisdictions, as well as the rules of the New York Stock Exchange and FINRA, certain Employees may be subject to more stringent gift-giving and receiving guidelines. In general, these rules apply to the receipt of gifts by and from “associated persons” or where such gratuity is in relation to the business of the employer. If you have any questions regarding your role relative to these rules contact Compliance.

 

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Compliance

 

Code of Ethics – AWM US

 

 

(ii) Personal Political Contributions

 

Employees must pre-clear ALL political contributions before making or soliciting such contributions using the Political Contributions, Gift and Entertainment Management System ("PGEMS"). This includes contributions that are paid from accounts held in the name of the employee and those jointly held with others regardless of who made the contribution. A political contribution made on behalf of an employee's spouse, dependent children and/or unemancipated minors may all also need to be pre-cleared depending on State or Municipal reporting requirements.

 

No personal payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing business for DB or influencing any decision on its behalf. Employees should always exercise care and good judgment to avoid making any political contribution that may give rise to a conflict of interest or the appearance of conflict. If an AWM business unit engages in business with a particular governmental entity or official, Employees should avoid making personal political contributions to officials or candidates who may appear to be in a position to influence the award of business to DB. All political contributions should be made in accordance with AWM policies and procedures.

 

For more information, please see the Political Contributions to US Officials and US Lobbying Activities Policy .

 

H. Confidentiality

 

Employees must not divulge contemplated or completed securities transactions or trading strategies of DB clients to any person, except as required by the performance of such person’s duties and only on a need-to-know basis. In addition, the standards contained in the Information Security Policy – DB Group , Handling Confidential and Non-Public, Price Sensitive Information and Chinese Walls Policy - DB Group , as well as those within the Code of Professional Conduct – US must be observed.

 

8. Supervision

 

Supervisors are responsible for instituting reasonable measures designed to achieve compliance with this Code. Such procedures must include the review of pre-clearance requests of employee trades and reporting of any unusual activity to AWM Compliance.

 

Approving Pre-Clearance Requests for Employees

 

When reviewing pre-clearance requests for Employee trades, supervisors (or designees) should focus attention on the following:

 

· transactions suggesting misuse of confidential, proprietary or material non-public (“inside information,” “Non-Public, Price-Sensitive Information,” or “PSI”);
· transactions which appear excessive in terms of known financial resources;
· high risk or aggressive transactions or strategies which may be inconsistent with known financial resources or ordinary patterns of trading;
· transactions involving any of the prohibited activities listed in this Code; and
· concentration in a specific security that could influence an employee’s judgment or objectivity in recommending transactions in the same security.

 

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Code of Ethics – AWM US

 

 

9. Sanctions

 

Any Employee who violates the Code may be subject to disciplinary actions, described in Schedule A, including possible dismissal. In addition, violations of the Code, including any Securities transactions executed in violation of the Code, such as short-term trading or trading during blackout periods, may subject the Employee to sanctions, ranging from warnings and trading privilege suspensions to financial penalties, including but not limited to, unwinding the trade and/or disgorging of the profits or other financial penalties. Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations.

 

10. Interpretations and Exceptions

 

AWM Compliance shall have the right to make final and binding interpretations of the Code and may grant an exception to certain of the above restrictions, as long as no abuse or potential abuse is involved. Each Employee must obtain approval from AWM Compliance before taking action regarding such an exception. Any questions regarding the applicability, meaning or administration of the Code shall be referred in advance of any contemplated transaction to AWM Compliance.

 

In addition, AWM has a Code of Ethics Sub-Committee comprised of business and Compliance representatives t hat are empowered to administer, apply, interpret and enforce the Code.  

 

11. Associated Policies

 

· Code of Business Conduct and Ethics – DB Group
· Gifts and Entertainment Policy – DB Group
· Handling Confidential and Non-Public, Price Sensitive Information and Chinese Walls Policy – DB Group
· Anti-Corruption Policy – DB Group
· Employee Trading Policy – DB Group
· Code of Professional Conduct – US
· Outside Business Activities and Other Affiliations Policy – US
· Employee and Employee-Related Accounts Trading Policy – US
· Political Contributions to US Officials and Lobbying Activities Policy – US
· Gifts and Entertainment Policy – US
· Foreign Corrupt Practices Act Policy – US
· Bank Bribery Act Policy – US
· Registered Investment Adviser Policy Manual – DBSI US
· Private Client Services Written Supervisory Procedures Manual - Private Wealth Management US
· Private Client Services Policy Manual – Private Wealth Management US
· Research Policies and Procedures Manual – Markets US

 

12. Authoritative Guidance

 

· Rule 204A-1 of the Investment Advisers Act of 1940
· Section 17(j) and Rule 17j-1 under the Investment Company Act of 1940

 

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Code of Ethics – AWM US

 

 

SCHEDULE A: AWM – US Code of Ethics Sanctions 8

 

Violation Sanction
Failure to Obtain Pre-Clearance
1 st Violation Written Warning
2 nd Violation Trading Prohibited for 30 Days
3 rd Violation + Trading Prohibited for 60 Days
Failure to Comply with the with Black-out 9 Periods
1 st Violation Unwind the Trade/Disgorgement of Profit and Written Warning
2 nd Violation Unwind the Trade/Disgorgement of Profit and 30 Day Trading Ban
3 rd Violation + Unwind the Trade/Disgorgement of Profit and 60 Day Trading Ban
Failure to Comply with the Holding Period Requirements
1 st Violation Written Warning
2 nd Violation Disgorgement of Profit and 30 Day Trading Ban
3 rd Violation + Disgorgement of Profit and 60 Day Trading Ban
Other Material Violations
Gifts & Entertainment / Political Contribution
1 st Violation Disciplinary Action as determined by AWM Compliance
2 nd Violation + Severe Disciplinary Action as determined by AWM Compliance
Failure to File / Incomplete / Late Reporting (Quarterly Personal Securities Trading Reporting) 10
1 st Violation
First Deadline Missed Written Warning
Second Deadline Missed 30 Day Trading Ban with Escalation to Senior Management
Third Deadline Missed 60 Day Trading Ban with Escalation to Senior Management with Note to Employee File
Forth Deadline Missed + Severe Disciplinary Action as determined by AWM Compliance
2 nd Violation
First Deadline Missed 30 Day Trading Ban
Second Deadline Missed 60 Day Trading Ban with Escalation to Senior Management
Third Deadline Missed 90 Day Trading Ban with Escalation to Senior Management with Note to Employee File
Forth Deadline Missed + Severe Disciplinary Action as determined by AWM Compliance
3 rd Violation  
First Deadline Missed 60 Day Trading Ban with Escalation to Senior Management
Second Deadline Missed 90 Day Trading Ban plus Disciplinary Action as determined by AWM Compliance with Escalation to Senior Management with Note to Employee File
Third Deadline Missed + Severe Disciplinary Action as determined by AWM Compliance
Failure to File / Incomplete / Late Code of Ethics Annual Acknowledgement (including Annual Personal Holdings Report)
Code of Ethics Annual Acknowledgement Period during the month of October.  Filed by:
Failure to file by due date Written Warning
Failure to file 15 calendar days after due date 30 Day Trading Ban with Escalation to Senior Management
Failure to file 30 calendar days after due date 60 Day Trading Ban with Escalation to Senior Management with Note to Employee File
Failure to file more than 45 calendar day after due date Severe Disciplinary Action as determined by AWM Compliance
Failure to File / Incomplete / Late INITIAL Code of Ethics Annual Acknowledgement (including 17-j1 Annual Personal Holdings Report)
After 10 calendar days after date of access Written Warning
After 20 calendar days after date of access Written Warning with Escalation to Senior Management
After 30 calendar days after date of access 30 Day Trading Ban with Escalation to Senior Management
After 40 calendar days after date of access 60 Day Trading Ban plus Disciplinary Action as determined by AWM Compliance with Escalation to Senior Management with Note to Employee File

 

 

8 AWM Compliance may take financial hardship into consideration in applying a trading prohibition. Please see important notes below for more information regarding financial hardship.

9 AWM Compliance will take into consideration the employee's knowledge of portfolio trading and the severity and frequency of the violation in final determination of unwinding trades, profits disgorged and other disciplinary action, if any.

10 Deadlines are defined by AWM Compliance and generally follow approximate 15-day periods after the First Deadline and are adjusted for the calendar month. You will be notified of the First Deadline in specific communications from AWM Compliance when warranted. Subsequent deadlines will be communicated as appropriate when sanctions are levied.

 

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Code of Ethics – AWM US

 

 

Important Notes

 

· AWM Compliance will consider certain Code of Ethics infractions on a case-by-case basis in determining a final decision on the technicality or materiality of the violation itself, as well as the ensuing sanctions levied on the employee(if applicable).

 

· The Sanctions listed in this document are guidelines. AWM Compliance will solely determine the factors used in arriving in any decisions made apart from this AWM Sanctions Schedule.

 

· Final disciplinary sanctions will be determined by AWM Compliance and Senior Management, which will take into consideration such factors, which include, but are not limited to, the period of time between violations, financial hardship, the employee's knowledge of portfolio trading and trading system technical difficulties. For example, violations occurring within a 24-month period will be taken into consideration, but will not be given full weight in the determination of disciplinary action.

 

· Financial hardship may include the inability to pay for tuition and medical expenses and the inability to purchase a home. This will be determined on a case-by-case basis.

 

· All violations will be reviewed on a rolling 1-year period and sanctions for second and third violations will be applicable if the violations occur within the same year.

 

· Multiple simultaneous violations will be subject to all the applicable sanctions. For example, a portfolio manager who fails to obtain pre-clearance (2 nd violation) and simultaneously violates the Same Day Rule (2 nd violation), will be subject to a 60 Day Trading Ban (30+30) and be required to unwind the trade and disgorge any profit.

 

· Multiple trading prohibitions are cumulative. Employees receiving multiple trading bans for a violation (as a result of missing multiple deadlines) will have a trading ban period equal to the sum of the multiple trading bans. For example, employees receiving a 30 Day Trading Ban for missing a First Deadline for filing, and subsequently a 60 Day Trading Ban for missing a Second Deadline for filing will have a Trading Ban period equal to 90 days.

 

· Violations are noted in the employee’s AWM Compliance file, and may also be noted in the employee’s personnel file, depending on the nature and severity of the violation.

 

· Violations of the Code of Ethics are reported to Compliance Senior Management for review.

 

· Continued violation of the Code of Ethics may subject you to severe penalties, including possible termination.

 

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Exhibit (p)(4)

 

Effective Date: March 1, 2013

 

CODE OF ETHICS

 

DFA INVESTMENT DIMENSIONS GROUP INC.

THE DFA INVESTMENT TRUST COMPANY

DIMENSIONAL EMERGING MARKETS VALUE FUND*

DIMENSIONAL INVESTMENT GROUP INC.

DIMENSIONAL FUND ADVISORS LP*

DFA SECURITIES LLC*

DIMENSIONAL FUND ADVISORS LTD.

DFA AUSTRALIA LIMITED

DIMENSIONAL FUND ADVISORS CANADA ULC*

DIMENSIONAL SMARTNEST (US) LLC

DIMENSIONAL FUND ADVISORS PTE. LTD.

DIMENSIONAL JAPAN LTD.

 

Core Principles & Standards of Conduct

 

All of us at Dimensional are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we should adhere to the spirit as well as the letter of the law. Dimensional’s Code of Ethics (the "Code") is designed to help ensure that our actions are consistent with these high standards.

 

The Code has been adopted by Dimensional pursuant to SEC Rules with the objectives of promoting:

 

· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

· full, fair, accurate, timely and understandable disclosure in reports and documents which Dimensional files with the SEC, FSA, ASIC, MAS and other regulatory agencies and in other public communications made by Dimensional;

 

· compliance with applicable governmental laws, rules, and regulations;

 

· the prompt internal reporting of violations of this Code to the Chief Compliance Officer (“CCO”); and

 

· accountability for adherence to this Code.

 

In addition, the Code contains a number of rules and procedures relating to personal trading by Dimensional officers, directors, employees and their families. Certain provisions of the Code apply to personal trading by officers and employees who have been designated as Access Persons .

 

Whether or not a specific provision of the Code addresses a particular situation, employees must conduct themselves in accordance with the general principles contained in the Code and in a manner that is designed to avoid any actual or potential conflicts of interest.

 

* Prior to November 3, 2006, Dimensional Fund Advisors LP was named Dimensional Fund Advisors Inc., prior to February 9, 2009, Dimensional Fund Advisors Canada ULC was named Dimensional Fund Advisors Canada Inc., prior to April 3, 2009, DFA Securities LLC was named DFA Securities Inc, and prior to October 30, 2009 Dimensional Emerging Markets Value Fund was named Dimensional Emerging Markets Value Fund Inc.

 

 

 

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Dimensional is committed to fostering a culture of compliance and therefore requires employees to contact the CCO, Designated Officer and/or any other member of the Ethics Committee about any actual or suspected compliance matters. The CCO will receive reports on all violations of the Code of Ethics reported to a Designated Officer and/or member of the Ethics Committee. Employees have the option of reporting compliance matters on a confidential basis to the CCO by utilizing the Confidential Compliance Reporting email address, Compliance@dimensional.com . Retaliation against any employee for reporting compliance related issues is cause for appropriate corrective action up to and including dismissal of the retaliating employee.

 

If you have questions about any aspect of the Code, or if you have questions regarding application of the Code to a particular situation, contact a member of your local Compliance Group.

 

Prohibited Transactions And Other Restrictions On Personal Trading

 

Blackout Periods

 

A pre-clearance request will be denied if there has been a transaction by a client of Dimensional within the past seven (7) calendar days. The Compliance Group will monitor trading activity for seven (7) calendar days following the pre-clearance approval date for conflicts of interests. The Blackout Period does not apply to any transaction involving a Covered Security if the transaction is in an amount less than $10,000 (USD). Please note that transactions in an amount less than $10,000 must be pre-cleared and reported.

 

Short Term Trading

 

Access Persons are prohibited from profiting from any “transaction” in the same or equivalent Covered Security within sixty (60) calendar days of a purchase or sale. For purposes of this restriction, a last-in, first-out (“LIFO”) methodology will be applied.

 

Prohibition on Initial Public Offerings (“IPOs”) and Short Sales

 

Employees may not participate in IPOs or effect short sales.

 

Prohibited Brokerage Relationships

 

Employees are prohibited from executing personal investment transactions with individuals with whom business is being conducted on behalf of certain institutional clients.  As needed, the Compliance Group may request the name of the registered representative (agent/contact) for the account(s), before pre-clearing transactions.

 

Private Placements

 

An Access Person (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of the US Mutual Funds or any Advisor) may not purchase securities in a private placement transaction (“Private Placements”) unless approval of the CCO has been obtained. This approval will be based upon a determination that the investment opportunity need not be reserved for clients, that the Access Person is not being offered the investment opportunity due to his or her employment with Dimensional, and other relevant factors on a case-by-case basis.

 

Because there is often no broker-dealer involved in a private placement, the employee must provide other evidence of the purchase or sale that is satisfactory to the Compliance Group. The documentation must explain the circumstances surrounding the transaction, including the manner in which it was executed, the title of each security involved, the quantity of each security purchased or sold, the date of the transaction and the price at which the transaction was executed.

 

 

 

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Excessive Trading of Dimensional Managed Funds

 

An employee may not engage in excessive trading of any Dimensional Managed Fund to take advantage of short-term market movements. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.

 

Insider Trading

 

All Access Persons should pay particular attention to potential violations of insider trading laws. Insider trading is both unethical and illegal and will be dealt with decisively if it occurs. Employees are expected to familiarize themselves with the Insider Trading Policy adopted by Dimensional.

 

Exceptions to Code Restrictions

 

In cases of hardship, the CCO may grant exemptions from the personal trading restrictions in this Code. The decision will be based on a determination that a hardship exists and the transaction for which an exemption is requested would not result in a conflict with our clients’ interests or violate any other policy embodied in this Code. Any waiver or exemption will be evidenced in writing and all such exemptions will be reported to the Ethics Committee.

 

Serving on Boards of Public Companies

 

If an employee wishes to accept any director (or equivalent) position with a non-Dimensional public company, then the employee is required to receive prior approval from the Boards of Directors of the Dimensional entities for which the employee serves as an employee and/or officer. For example, if an individual is an employee of Dimensional Fund Advisors LP and an officer of the US Mutual Funds, and the employee wishes to serve as a director of a non-Dimensional for-profit entity, the employee would need the prior approval both of the Board of Directors of Dimensional Fund Advisors LP and the US Mutual Funds BEFORE the employee could accept such a position. Disinterested Trustees shall not be required to obtain prior approval to serve on the board of directors of a public company. Any employee's (or director's) participation on the board of directors of a public company must be reported to the CCO.

 

Policies on Personal Securities Transactions

 

Pre-Clearance Policy and Procedures

 

All Access Persons (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of the US Mutual Funds or any Employer) must pre-clear their personal securities transactions in Covered Securities prior to execution, except as specifically exempted in subsequent sections of the Code. Clearance for personal securities transactions for publicly traded securities will be in effect until the next day’s close of business from the time of approval. Please note that the policies and procedures contained in the Code also apply to transactions by a spouse, domestic partner, child or any other family member living in the same household as the Access Person.

 

Transactions in the following Covered Securities in which Access Persons have Beneficial Ownership are covered transactions and therefore must be pre-cleared and reported:

 

·       Stocks ·       Voluntary Corporate Actions

 

 

 

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·       Private Placements ·       Warrant and Rights
·      E xchange Traded Funds ·       Closed-End Funds
·       Preferred Stocks ·       ADRs and GDRs
·       Convertible Securities ·       Shares issued by unit investment trusts

·       Derivatives (including options, futures, forwards, etc.)

·       Limited partnerships and limited liability company interests
·       Fixed Income Securities  

 

All personal securities transaction reports and requests for pre-clearance must be processed through the Compliance 11 web-based system located at https://ondemand.compliance11.com . Your local Compliance Department will evaluate and review each pre-clearance transaction request and notification will be provided to employees through the Compliance 11 System, within a timely manner. Reporting, but not pre-clearance, is required for transactions in the following:

 

· Dimensional Managed Funds; and

 

· Automatic investment plans (including dividend reinvestment plans) in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.

 

Designated Officers (other than the CCO) are required to receive prior written approval of their personal transactions from Dimensional’s CCO. Dimensional’s CCO is required to receive prior approval of his personal transactions from one of Dimensional’s co-Chief Executive Officers.

 

Reporting and Certification Requirements

 

All Access Persons’ personal securities transactions and holdings reports will be reviewed by Compliance. The records and reports created or maintained pursuant to the Code are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or governmental agency.

 

Initial Holdings Report

 

Within ten (10) calendar days of the start of employment, each Access Person must list all Covered Accounts and Covered Securities held at the time of hiring. Statement(s) must be current as of a date not more than 45 days prior to the Access Person’s employment start date.

 

Private Placements and other holdings not commonly held in a brokerage account must be reported.

 

Within ten (10) calendar days of the start of employment, each Access Person must request that all broker-dealers or banks with which he or she has accounts send duplicate confirmations and statements of their transactions in Covered Securities to the Access Person’s local Compliance Group. If the Access Person requests, the Compliance Group will send a standard letter to the broker-dealer or bank in question, making a request on the employee’s behalf.

 

It remains the employee’s responsibility, however, to ensure that the duplicate statements and confirmations are provided.

 

Access Persons who fail to submit the report within ten (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transactions until such report is submitted and may be subject to other sanctions.

 

 

 

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New Accounts

 

All Access Persons must promptly report any new mutual fund and/or brokerage accounts for him/herself, their spouse or any immediate family member who shares the same household. Unless the account has been reported, the Access Person is prohibited from engaging in personal securities transactions in the account.

 

Quarterly Personal Investment Report

 

Within thirty (30) days of the end of each calendar quarter, each Access Person must submit a quarterly personal investment report indicating all securities transactions made during the previous quarter that occurred outside of Covered Accounts.

 

Annual Holdings Report

 

Within forty-five (45) days of the end of each calendar year, each Access Person must affirm the list of his or her Covered Accounts, Covered Securities and Private Placement(s) as of the end of the calendar year.

 

If under local market practice, broker-dealers or banks are not willing to deliver duplicate confirmations and/or quarterly statements to the Firm, it is the Access Person’s responsibility to promptly provide duplicate confirmation(s) for each trade and quarterly statement(s).

 

Certification Requirements

 

Supervised Persons are required to complete a Code of Ethics Acknowledgement Form, upon commencement of their employment with Dimensional, and annually thereafter, to acknowledge and certify that they have received, reviewed, understand and shall comply with the Code. In addition, all material amendments to, or any new interpretations of the Code, shall be conveyed to Supervised Persons and require their acknowledgement of receipt and understanding of the amendments/ interpretations. In addition, all employees complete an annual compliance questionnaire, designed to identify potential conflicts of interest.

 

Sanctions

 

Depending on the severity of the infraction, employees may be subject to certain sanctions for violating the Code of Ethics and related personal trading controls (e.g., failing to pre-clear transactions, reporting accounts, and submitting statements and/or initial, quarterly and annual certification forms).  Sanctions may include but are not limited to, verbal or written warnings, letters of reprimand, suspension of personal trading activity, disgorgement and forfeiture of profits, and/or suspension or termination of employment.  Repeated immaterial violations will be communicated to the individual’s supervisor, Department Head and the CCO for corrective action. Material violations will be escalated to the Dimensional Ethics Committee and subsequently reported to the Dimensional mutual fund board and other sub-advised boards as required.

 

Communications with Disinterested Trustees and Outside Directors

 

As a regular business practice, the US Mutual Funds and the Advisors attempt to keep directors/trustees informed with respect to the US Mutual Funds’ and Dimensional’s investment activities through reports and other information provided to the directors/trustees in connection with board meetings and other events. However, it is the policy of the US Mutual Funds not to routinely communicate specific trading information and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients).

 

 

 

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Disinterested Trustees are not subject to the following reporting requirements except to the extent the Disinterested Trustee knew or, or in the ordinary course of fulfilling his or her duties as a director, should have known that during the 15 days immediately before or after the Disinterested Trustee’s transaction in a Covered Security, a US Mutual Fund purchased or sold the Covered Security, or an Advisor considered purchasing or selling the Covered Security for a US Mutual Fund.

 

 

 

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GLOSSARY OF TERMS

 

“1940 Act” means the Investment Company Act of 1940.

 

An “ Access Person ” means:

 

1. any director/trustee, officer or general partner of a US Mutual Fund or Advisor;

 

2. any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities for any registered investment company for which the Distributor acts as the principal underwriter;

 

3. employees of the Advisors, Distributor, or US Mutual Funds who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of a Covered Security by the US Mutual Funds, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales;

 

4. any natural persons in a control relationship with one or more of the US Mutual Funds or Advisors who obtain information concerning recommendations made to such US Mutual Funds or other advisory clients with regard to the purchase or sale of a Covered Security, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to the US Mutual Funds or advisory clients regarding the purchase or sale of Covered Securities ; and

 

5. any Supervised Person who has access to nonpublic information regarding any clients’ purchase or sale of securities, or regarding the portfolio holdings of any US Mutual Fund.

 

Advisors ” shall mean Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional SmartNest (US) LLC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.

 

“Advisers Act” means the Investment Advisers Act of 1940.

 

Having “ Beneficial Ownership ” means the Employee has or shares a direct or indirect pecuniary interest in the securities held in the account. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

 

Control” has the same meaning as in Section 2(a)(9) of the 1940 Act.

 

“Covered Account” includes any new broker, dealer or bank with which the Access Person maintains an account in which any securities are held or could have the ability to hold securities for the direct or indirect benefit of such Access Person and the date the account was established.

 

 

 

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A “ Covered Security ” means all securities, except :

 

1. direct obligations of the Government of the United States 1 ;

 

2. bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (including repurchase agreements);

 

3. shares of money market funds;

 

4. shares of registered open-end investment companies 2 ;

 

5. shares issued by unit investment trusts that are invested exclusively in one or more registered open-end investment companies, none of which are the US Mutual Funds; and

 

6. privately-issued shares of the Advisors.

 

A “ Designated Officer ” means the Chief Compliance Officer or any employee of Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional SmartNest (US) LLC, Dimensional Fund Advisors Pte. Ltd. or Dimensional Japan Ltd. designated by the Chief Compliance Officer.

 

A “Disinterested Trustee” means a director/trustee of the US Mutual Funds who is not considered to be an “interested person” of the US Mutual Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.

 

Dimensional ” means (i) DFA Investment Dimensions Group Inc., The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. (collectively, the “ US Mutual Funds ”); (ii) Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional SmartNest (US) LLC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.; and (iii) DFA Securities LLC (the “ Distributor ”).

 

A “ Dimensional Managed Fund ” means any series/portfolio of the US Mutual Funds or any other fund advised by or sub-advised by any of the Advisors. A complete list may be found at https://be.dimensional.com.

 

The “ Ethics Committee ” means each Ethics Committee appointed by the directors/trustees of each of the Employers. The Ethics Committee consists of the following officers of Dimensional Fund Advisors LP: Co-Chief Executive Officers, General Counsel, Head of Portfolio Management and Trading and the Chief Compliance Officer.

 

 

1 For Access Persons of the U.S. Employers. For Access Persons of the U.K. Employer, Covered Securities shall exclude direct obligations of the Government of the United Kingdom. For Access Persons of the Australian Employer, Covered Securities shall exclude direct obligations of the Commonwealth Government of Australia. For Access Persons of the Canadian Employer, Covered Securities shall exclude direct obligations of the Government of Canada. For Access Persons of the Singapore Employer, Covered Securities shall exclude direct obligations of the Government of Singapore. For Access Persons of the Japan Employer, Covered Securities shall exclude direct obligations of the Government of Japan.

2 For Access Persons of the U.S. and Canadian Employers. For Access Persons of the U.K., Australian, Singapore and Japan Employers, Covered Securities shall exclude unlisted unit trusts registered under the local scheme.

 

 

 

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Outside Director ” means a director of any Advisor who is not considered to be an “interested person” of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of this Code by virtue of being a director or knowingly having a direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor.

 

A “ Security Held or to be Acquired ” means any Covered Security which, within the most recent 15 days, is or has been held by the US Mutual Funds or oth er advisory clients of the Advisors, or is being or has been considered by the US Mutual Funds or the Advisors for purchase by the US Mutual Funds or other advisory clients of the Advisors, and any option to purchase or sell, and any security convertible into or exchangeable for, any such Covered Security.

 

A “ Supervised Person ” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Advisor, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act. 3

 

SEC Rules ” means Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act.

 

 

3 For example, independent solicitors or consultants who do not provide investment advice to clients on behalf of an Advisor are not Supervised Persons.

 

 

 

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Exhibit (p)(5)

 

Personal investments and insider trading policy May 2013

 

 

 

FRANKLIN TEMPLETON INVESTMENTS

 

PERSONAL INVESTMENTS AND INSIDER TRADING POLICY (“The Policy”)

 

(This Policy serves as a code of ethics adopted pursuant to Rule 17j-1 under the
Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940)

 

Revised May 1, 2013

 

SECTION 1. PURPOSE OF THE POLICY 1
1.1 Scope and Purpose of the Policy 2
1.2 Statement of Principles 2
1.3 Prohibited Activities 2
1.4 Monitoring of the Policy and Additional Information 3
     
SECTION 2. PERSONAL INVESTMENTS 3
2.1 Statement on Covered Employee Investments 3
2.2 Categories of Persons Subject to the Policy 2
2.3 Accounts and Transactions Covered by the Policy 4
2.4 Prohibited Transactions 4
2.5 Additional Prohibitions and Requirements for Access Persons and Portfolio Persons 5
2.6 Reporting Requirements 6
2.7 Pre-Clearance Requirements 6
2.8 Requirements for Independent Directors 7
     
SECTION 3. INSIDER TRADING 7
3.1 Policy on Insider Trading 7
     
SECTION 4. RELATED POLICIES AND REQUIREMENTS 8
4.1 Statement on Other Policies and Requirements 9
     
SECTION 5. ADMINISTRATION OF THE POLICY, WAIVERS & REPORTING VIOLATIONS  8
5.1 Code of Ethics Committee; Reporting to FT Fund Boards   8
5.2 Violations of the Policy   8
5.3 Waivers of the Policy   8
5.4 Reporting Violations   9

 

This document is the proprietary product of Franklin Templeton Investments. Any unauthorized use, reproduction or transfer of this document is strictly prohibited. Franklin Templeton Investments © 2012. All Rights Reserved.

  

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SECTION 1. PURPOSE OF THE POLICY

 

1.1 Scope and Purpose of the Policy

 

The Franklin Templeton Investments Personal Investments and Insider Trading Policy (the “Policy) applies to the personal investment activities of all Covered Employees (as defined in section 2.2 of the Policy) of Franklin Resources, Inc. (“FRI”) and all of its subsidiaries (collectively, “Franklin Templeton”).

 

Franklin Templeton provides services to the funds that are advised or sub-advised by a Franklin Templeton investment adviser (the “FT Funds”) and other client accounts (“Client Accounts”). Thus, for purposes of this Policy, “FT Fund” includes all open-end and closed-end funds within the Franklin Templeton Group of Funds, as well as any other fund that is advised or sub-advised by a Franklin Templeton investment adviser.

 

The purpose of the Policy is to summarize the values, principles and business practices that guide Franklin Templeton’s business conduct and to establish a set of principles to guide Covered Employees regarding the conduct expected of them when managing their personal investments.

 

1.2 Statement of Principles

 

All Covered Employees are required to conduct themselves in a lawful, honest and ethical manner in their business practices and to maintain an environment that fosters fairness, respect and integrity.

 

Franklin Templeton’s policy is that the interests of the FT Funds and Client Accounts are paramount and come before the interests of any employee. Information concerning the securities 1 holdings and financial circumstances of the FT Funds and Client Accounts, as well as the identity of certain Client Accounts, is confidential and Covered Employees are required to safeguard this information.

 

The personal investment activities of Covered Employees must be conducted in a manner to avoid actual or potential conflicts of interest with the FT Funds and Client Accounts. In particular, to the extent that a Covered Employee learns of an investment opportunity because of his or her position with Franklin Templeton (e.g., internal or third party research, Franklin Templeton or company sponsored conferences, or communications with company officers), the Covered Employee must give preference to the FT Funds or Client Accounts.

 

Personal transactions in a security may not be executed, regardless of quantity, if the Covered Employee has access to information regarding, or knowledge or even a presumed knowledge of, FT Fund or Client Account activity in such security, including proposed activity and recommendations.

 

1.3 Prohibited Activities

 

Covered Employees generally are prohibited from engaging or participating in any activity that has the potential to cause harm to an FT Fund or Client Account. Examples of prohibited activities include, but are not limited to:

 

· Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, the FT Funds or Client Accounts;

 

· Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for an FT Fund or Client Account in order to avoid economic injury to themselves or anyone other than the FT Funds or Client Accounts;

 

· Purchasing or selling a security on the basis of knowledge of a possible trade by or for an FT Fund or Client Account with the intent of personally profiting from, or avoiding a loss with respect to, personal holdings in the same or related securities;

 

1. For purposes of this Policy, the term “securities” also includes derivatives, such as futures, options and swaps.

 

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Personal investments and insider trading policy May 2013  3

 

 

· Revealing to any other person (except in the normal course of the Covered Employee’s duties on behalf of an
FT Fund or Client Account) any information regarding securities transactions by any FT Fund or Client Account or the consideration by any FT Fund or Client Account of any such securities transactions; or

 

· Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on an FT Fund or Client Account or engaging in any manipulative practice with respect to any FT Fund or Client Account.

 

1.4 Monitoring of the Policy and Additional Information

 

Questions regarding the Policy and related requirements should be directed to the Code of Ethics Department located in San Mateo, CA. The Code of Ethics Department can be reached by e-mail at lpreclear@frk.com or by phone at (650) 312-3693 or extension 112-3693. The Code of Ethics Department uses PTA, http://coeprod/pta/index.jsp , an automated transaction pre-clearance system, to manage the oversight of personal investments. Administration of the Policy is the responsibility of the Code of Ethics Committee.

 

SECTION 2. PERSONAL INVESTMENTS

 

2.1 Statement on Covered Employee Investments

 

Franklin Templeton recognizes the importance to Covered Employees of managing their own financial resources. However, because of the potential conflicts of interest inherent in its business, Franklin Templeton has implemented this Policy with regard to personal investments of Covered Employees. This Policy is designed to minimize these conflicts and help ensure that Franklin Templeton focuses on meeting its duties as a fiduciary to the FT Funds or Client Accounts.

 

Covered Employees should be aware that their ability to invest in certain securities and to liquidate those positions may be severely restricted under this Policy due to trading by the FT Funds or Client Accounts, including during times of market volatility. Therefore, as a general matter, Franklin Templeton encourages Covered Employees to exercise caution when investing in individual securities, particularly in situations where a Covered Employee wishes to invest in securities held or likely to be held by the FT Funds or Client Accounts.

 

Franklin Templeton also discourages Covered Employees from engaging in a pattern of securities transactions that is so excessively frequent as to potentially impact the Covered Employee’s ability to carry out their assigned responsibilities, increases the possibility of potential conflicts or violates the Policy or the FT Funds’ prospectuses.

 

2.2 Categories of Persons Subject to the Policy

All persons subject to the Policy are assigned to the following categories based on their access to information regarding, or involvement in, investment activities. Persons subject to other personal trading policies or codes of ethics adopted by Franklin Templeton or its affiliates generally are exempt from this Policy. 2 Please consult the Code of Ethics Department if you have any questions about how this Policy applies to you.

 

Covered Employees: Covered Employees are: (1) partners, officers, directors (or persons occupying a similar status or having similar functions) and employees (including certain designated temporary employees or consultants) of any Franklin Templeton investment adviser, as well as any other persons who provide advice on behalf of any Franklin Templeton investment adviser and are subject to the supervision and control of that investment adviser; (2) Access Persons, as defined below; and (3) Independent directors of FT Funds within the Franklin Templeton Group of Funds and independent directors of Franklin Templeton investment advisers (collectively, “Independent Directors”).

 

2. In limited circumstances, certain affiliates of FRI may adopt separate policies or codes of ethics governing personal trading in order to address the specific features of their investment activities and operations. Individuals subject to such separate policies or codes of ethics generally are exempt from this Policy.

 

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Access Persons: Access Persons, a subset of Covered Employees, are those who have access to non-public information regarding FT Funds’ or Client Accounts’ securities transactions; or have access to recommendations that are non-public; or have access to non-public information regarding the portfolio holdings of the FT Funds or Client Accounts.

 

Portfolio Persons: Portfolio Persons, a subset of Access Persons, are those who, in connection with their regular functions or duties, make or participate in the decision to purchase or sell a security by an FT Fund or Client Account or if his or her functions relate to the making of any recommendations about those purchases or sales.

 

Please see the Appendix to this Policy for a table indicating how the provisions of the Policy apply to each category of persons. In addition, please see section 2.8 of the Policy for a description of the requirements for Independent Directors.

 

2.3 Accounts and Transactions Covered by the Policy

 

The Policy covers two types of securities accounts and transactions: (1) those in which Covered Employees have or share investment control, and (2) those in which Covered Employees have direct or indirect beneficial ownership. Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract,

 

 

arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. “Pecuniary interest” has the same meaning as in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. Generally, a pecuniary interest in a security means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Covered Employees are presumed to have a pecuniary interest in securities held by members of their immediate family sharing the same household.

 

Certain types of securities are exempt from the Policy. These exempt securities include, but are not limited to, direct obligations of the U.S. government, money market instruments, and registered open-end funds other than the FT Funds. Please consult the Code of Ethics Department or PTA for further information about specific types of securities that are exempt from the Policy.

 

2.4 Prohibited Transactions

Trading that Conflicts with FT Funds or Client Accounts

Covered Employees are prohibited from any trading activity that conflicts with the FT Funds’ or Client Accounts’ trading activity. Examples of prohibited trading activity include, but are not limited to:

 

· “front running” or trading ahead of an FT Fund or Client Account; and

 

· trading parallel to or against an FT Fund or Client Account.

 

Short Sales of Securities Issued by Franklin Resources and Closed-end FT Funds

Covered Employees are prohibited from effecting short sales, including “short sales against the box,” of securities issued by FRI or any closed-end FT Funds. This prohibition includes economically equivalent transactions such as call or put options, swap transactions or other derivatives.

 

Trading in Shares of the FT Funds

A Covered Employee is prohibited from buying and selling shares of an FT Fund if in possession of material non-public information about the FT Fund. Specifically, Covered Employees are prohibited from taking personal advantage of their non-public knowledge of recent or impending investment activities of FT Funds or the FT Funds’ investment advisers or any other non-public information that a reasonable investor would likely consider important in making his or her investment decisions, including information that may have a material effect on an FT Fund’s share price or net asset value.

 

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Personal investments and insider trading policy May 2013 5

 

 

Covered Employees must keep confidential at all times any non-public information they may obtain about an FT Fund, including but not limited to information such as portfolio holdings, pricing or valuation of an FT Fund’s portfolio holdings, recent or impending securities transactions by an FT Fund, activities of an FT Fund’s investment advisers, offerings of new FT Funds, changes to investment minimums, closings of FT Funds, changes to investment personnel, FT Fund flow activity, and information on current or prospective FT Fund shareholders.

 

Short-Term Trading in Open-end FT Funds

Franklin Templeton discourages short-term or excessive trading, often referred to as “market timing,” in shares of the open-end FT Funds. Covered Employees must be familiar with the “Frequent Trading Policy” or its equivalent described in the prospectus of each open-end FT Fund in which they invest and must not engage in trading activity that might violate the purpose or intent of such policy. Accordingly, all Covered Employees must comply with the purpose and intent of each open-end FT Fund’s Frequent Trading Policy or its equivalent and must not engage in any short-term or excessive trading in open-end FT Funds.

 

For open-end FT Funds within the Franklin Templeton Group of Funds, the Trade Control Team of each FT Fund’s transfer agent will monitor trading activity in shares of the FT Funds by Covered Employees and will report any trading patterns or behaviors that may constitute short-term or excessive trading to the Code of Ethics Department. These reports will include descriptions of any actions taken and any sanctions or penalties imposed in response to such trading activity. This policy applies to the open-end FT Funds including those FT Funds purchased through a 401(k) plan, but does not apply to purchases and sales of money market funds.

 

2.5 Additional Prohibitions and Requirements for Access Persons and Portfolio Persons

 

Initial Public Offerings 

Access Persons are prohibited from investing in securities sold in an initial public offering or a secondary offering by an issuer except for offerings of securities made by closed-end FT Funds advised or sub-advised by Franklin Templeton.

 

Short Sales of Securities 

Portfolio Persons are prohibited from selling short any security held by the FT Funds, including “short sales against the box.” This prohibition also applies to effecting economically equivalent transactions, including, but not limited to, sales of uncovered call options, purchases of put options while not owning the underlying security, and short sales of bonds that are convertible into equity positions, swaps or other derivatives.

 

Short Swing Rule

Portfolio Persons are subject to a short swing rule whereby they cannot profit from the purchase and sale or sale and purchase of any security within a 60 calendar day period, including transactions in derivatives and transactions that may occur in margin and option accounts. For purposes of this rule, profits will be determined based upon the maximum gain that could be realized on the purchases and sales (or sales and purchases) occurring during the 60 calendar day period. Please consult the Code of Ethics Department about how profits are calculated for purposes of this rule.

 

Disclosure of Interest in Securities

Portfolio Persons are required to disclose any interest they have in the securities of an issuer if they are involved in either analysis or investment decisions related to the issuer. Portfolio Persons must re-disclose any such interest if they participate in later recommendations or investment decisions related to the issuer.

 

Portfolio Persons must also disclose any personal transactions they are contemplating in the securities referenced above, any position they hold with the issuer and any proposed business relationship between the issuer and the Portfolio Person or any party in which the Portfolio Person has a significant interest.

 

The disclosures above must be made to their Chief Investment Officer and /or Director of Research.

 

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2.6 Reporting Requirements

All Covered Employees must complete an Initial Code of Ethics Certification no later than 10 calendar days after the date the person is notified by a member of the Human Resources Department of the requirement to do so. Additionally, by February 15 th of each subsequent year they must complete an annual certification that they have complied with and will comply with the Policy.

 

Access Persons must also file an Initial Broker Accounts Certification and Initial Holdings Certification no later than 10 calendar days after the date the person is notified by a member of the Human Resources Department of the requirement to do so. Additionally, by February 15 th of each subsequent year, Access Persons must file a then current annual report of all personal securities accounts and securities holdings and must certify that they have complied with and will comply with the Policy.

 

On a quarterly basis, and no later than 30 calendar days after the end of each calendar quarter, every Access Person must report all transactions in securities covered by this Policy, except for those executed through an Automatic Investment Plan or that would duplicate information already provided in broker confirmations or statements sent to the Code of Ethics Department directly from the broker.

 

No later than 30 calendar days after the calendar quarter, Access Persons must report any account established in which any securities were held during that calendar quarter.

 

2.7 Pre-Clearance Requirements

Pre-Clearance of Securities Transactions

Access Persons must obtain pre-clearance from the Code of Ethics Department before buying or selling any security (other than those not requiring pre-clearance, a full list of which is available from the Code of Ethics Department) and are always prohibited from executing transactions in a security if aware that the FT Funds or Client Accounts are active or contemplate being active in the security (even if the transactions have been pre-cleared). Pre-clearance requests should be submitted via PTA.

 

Private Investments and Limited Offerings

Access Persons must obtain pre-clearance from the Code of Ethics Department before investing in a private placement or purchasing other securities in a limited offering. For example, investments in private or unregistered funds (i.e., hedge funds) are required to be pre-cleared under the Policy.

 

Discretionary Accounts

Transactions in discretionary accounts do not need to be pre-cleared if satisfactory evidence has been provided to the Code of Ethics Department that sole investment discretion has been granted to an investment manager. The Access Person must certify initially and annually thereafter that they do not have investment control of the account

 

other than the right to terminate. If the Access Person makes, or participates in, an investment decision for an account that has been reported as discretionary, transactions related to that decision must be pre-cleared. If there is any uncertainty about whether a particular account would be deemed discretionary for purposes of the Policy, please consult the Code of Ethics Department.

 

Exemptions from Pre-Clearance

Certain types of securities and transactions are exempt from pre-clearance requirements. Examples of these types of securities and transactions include, but are not limited to, shares issued by FRI; shares of open-end and closed-end funds (including the FT Funds); shares of ETFs; certain government obligations and transactions effected pursuant to dividend reinvestment plans. In addition, transactions in small quantities of securities (e.g., in the case of equity securities, 500 shares within a 30 calendar day period) are not required to be pre-cleared. Please consult the Code of Ethics Department for further information about the types of securities and transactions that are exempt from the pre-clearance requirements of the Policy.

 

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“Intent” Is Important

While pre-clearance of Access Persons’ transactions is a cornerstone of Franklin Templeton’s compliance efforts, it cannot detect inappropriate or illegal transactions where the intent conflicts with the principles of the Policy. Thus, the fact that a proposed transaction received pre-clearance is not a defense against a charge of violating the Policy or the securities laws. For example, even if an Access Person received pre-clearance for a transaction, that transaction might constitute front-running if it occurred shortly before a transaction by an FT Fund or Client Account that the Access Person was aware of. In cases like this, the intent may not be evident when a particular transaction request is analyzed for pre-clearance.

 

2.8 Requirements for Independent Directors

Pre-clearance and Reporting Requirements

An Independent Director is subject to the pre-clearance and transaction reporting requirements of the Policy only if such Independent Director, at the time of his or her transaction, knew or should have known that, during the 15 calendar day period before or after the date of the Independent Director’s transaction, the security was purchased or sold or considered for purchase or sale by an FT Fund or Client Account. The pre-clearance and reporting requirements of the Policy do not apply to securities transactions conducted in an account where an Independent Director has granted full investment discretion to a brokerage firm, bank or investment adviser or conducted in a trust account in which the trustee has full investment discretion. Independent Directors are not required to disclose any securities holdings or brokerage accounts, including brokerage accounts where he/she has granted discretionary authority to a brokerage firm, bank or investment adviser.

 

Initial and Annual Acknowledgment Reports

An Independent Director must complete and return an executed Acknowledgment Form to the Code of Ethics Department no later than 10 calendar days after the date the person becomes an Independent Director. Independent Directors will be asked to certify by February 15 th of each year that they have complied with and will comply with the Policy by filing the Acknowledgment Form with the Code of Ethics Department.

 

SECTION 3. INSIDER TRADING

 

3.1 Policy on Insider Trading

Insider trading, or trading on material non-public information, is against the law and penalties are severe, both for individuals involved in such unlawful conduct and their employers. No Covered Employee may (1) trade, either personally or on behalf of the FT Funds or Client Accounts, while in possession of material non-public information, or (2) communicate material non-public information to others.

 

Material non-public information may be obtained by many means, both in connection with a Covered Employee’s job functions (e.g., from meetings with company executives or consultations with expert networks) or independent of the Covered Employee’s employment or relationship with Franklin Templeton (e.g., from friends or relatives).

 

Before trading for themselves or others (including FT Funds and Client Accounts) in the securities of a company about which a Covered Employee potentially may have material non-public information, the Covered Employee should consider the following questions:

 

· First, is the information material? Information is considered material if there is a substantial likelihood that a reasonable investor would consider the information to be important in making his or her investment decision, or if it is reasonably certain to have a substantial effect on the price of the company’s securities.

  

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· Second, is the information non-public? Information is non-public until it has been effectively communicated to the marketplace. For example, information in a report filed with the U.S. Securities and Exchange Commission, or that appears in a publication of general circulation (e.g., The Wall Street Journal or Reuters) would be considered public. If the information has been obtained from someone who is betraying an obligation not to share the information (e.g., a company insider), that information is very likely to be non-public.

 

If, after consideration of these questions, the Covered Employee believes that the information that they have about a company may be material and non-public, or if the Covered Employee has questions as to whether the information is material or non-public, he or she must report the matter immediately to Trading Desk Compliance/GIAC, the designated Compliance Officer or Legal Department. In addition, the Covered Employee must not purchase or sell any securities issued by such company on behalf of themselves or others (including on behalf of any FT Fund or Client Account), or communicate the information inside or outside Franklin Templeton.

 

Trading Desk Compliance/GIAC or the Compliance Officer will promptly contact the Legal Department for advice. After review of the facts, the Legal Department, Trading Desk Compliance/GIAC or the Compliance Officer will provide instructions to the Covered Employee. If the information in the Covered Employee’s possession is determined to be material and non-public, the Covered Employee is required to keep the information confidential and secure. Those securities for which the Covered Employee has material non-public information will be placed on restricted trading lists for a timeframe determined by the Compliance Officer.

 

SECTION 4. RELATED POLICIES AND REQUIREMENTS

 

4.1 Statement on Other Policies and Requirements

In addition to the Policy, Covered Employees are required to observe the applicable policies and procedures prescribed in the Code of Ethics and Business Conduct , the policies contained in the U.S. and non-U.S. employee handbooks (as applicable), and various other policies adopted by Franklin Templeton.

 

SECTION 5. ADMINISTRATION OF THE POLICY, WAIVERS & REPORTING VIOLATIONS

 

5.1 Code of Ethics Committee; Reporting to FT Fund Boards

The Code of Ethics Committee is responsible for the administration of the Policy and provides oversight of compliance with the personal trading requirements of the Policy. Among other things, the Committee has the authority and responsibility to review the Policy periodically, review sanction guidelines for violations of the Policy and review trading violations and waivers granted.

 

At least annually, the Franklin Templeton Fund Boards will be provided with a report describing any issues arising under the Policy.

 

5.2 Violations of the Policy

A Covered Employee that violates this Policy will be sanctioned in a manner commensurate with the violation. Prescribed sanctions range from reminder memos for a first time failure to pre-clear a transaction that would have been approved to the immediate sale of positions, disgorgement of profits, personal trading suspensions and other sanctions, up to and including termination and reporting to regulatory authorities for more serious violations .

 

5.3 Waivers of the Policy

The Director of Global Compliance or the Chief Compliance Officer may, in his or her discretion, waive compliance by any Covered Employee with the provisions of the Policy, if he or she finds that such a waiver:

 

(1) is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;

 

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(2) will not be inconsistent with the purposes and objectives of the Policy;

 

(3) will not adversely affect the interests of the FT Funds or Client Accounts or the interests of Franklin Templeton; and

 

(4) will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.

 

Any waiver will be in writing, will contain a statement of the basis for it, and any waivers granted by the Chief Compliance Officer of the relevant investment adviser will be reported to the Director of Global Compliance.

 

5.4 Reporting Violations

Covered Employees are required to report violations of the Policy or the related Procedures, whether by themselves or by others.

 

Franklin Templeton is dedicated to providing Covered Employees with the means and opportunity to report violations of the Policy or the related Procedures, or other instances of wrongdoing, or any concerns they may have regarding ethical violations or accounting, internal control or auditing matters, including fraud. Several means are provided by which reports can be made including:

 

  Compliance and Ethics Hotline: 1-800-636-6592 http://intranet/codeofethics/hotline/op_principles.htm
       
  Funds Compliance Hotline: 1-888-678-8852 http://intranet/codeofethics/hotline/op_principles.htm
       
  Corporate Ombudsman:   1-650-312-2832 http://intranet/codeofethics/ombudsman/index.htm

 

Franklin Templeton will not allow retaliation against any Covered Employee who has submitted a report of a violation of the Policy or the related Procedures in good faith.

 

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Appendix

 

  Covered
Employees
Access
Persons
Portfolio
Persons
Independent
Directors
Prohibited Activities (Section 1.3) X X X X
Prohibited Transactions and Other Requirements (Sections 2.4 and 2.5)
Prohibition on Trading Activity that Conflicts with FT Funds or Client Accounts X X X X
Prohibition on Short Sales of FRI and Closed-end FT Funds X X X X
Trading in Shares of the FT Funds When in Possession of Material Non-Public Information X X X X
Short-Term Trading in Open-end FT Funds X X X X
Prohibition on Investments in Initial Public Offerings   X X  
Prohibition on Short Sales of All Securities     X  
Short Swing Rule     X  
Disclosure of Interest in Securities     X  
Reporting Requirements (Section 2.6)
Initial Certification/Acknowledgment X X X X
Initial Disclosure of Accounts and Holdings   X X  
Annual Disclosure of Accounts and Holdings   X X  
Annual Certification of Compliance X X X X
Quarterly Disclosure of Transactions   X X X*
Quarterly Disclosure of New Accounts   X X  
Pre-Clearance Requirements (Section 2.7)   X X X*
Insider Trading (Section 3) X X X X
Requirement to Report Violations (Section 5.4) X X X X

 

*Only applicable if the Independent Director, at the time of his or her transaction, knew or should have known that, during the 15 calendar day period before or after the date of the Independent Director’s transaction, the security was purchased or sold or considered for purchase or sale by an FT Fund or Client Account.

 

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Exhibit (p)(6)

 

 
 
 
 
 
 
 
 
FIRST QUADRANT, L.P.
 
CODE OF ETHICS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
April 2013
 
 
 
 
 
 

 

 
 

  

TAble of Contents

  

Part 1. GeneRAL Principles 1
Part 2. Scope of the Code 2
A. Topics Addressed in the Code 2
B. Persons Covered by the Code 3
1.  Securities Covered by the Code 3
Part 3. Standards of Business Conduct 4
A. Compliance with Laws and Regulations 4
B. Conflicts of Interest 4
C. Insider Trading 5
D. Personal Securities Transactions Policies and Procedures 6
E. Gifts, Business Entertainment and Charitable Donations Policies and Procedures 10
F. Political Contributions and Fund Raisers 14
G. Confidentiality 14
H. Service on a Board of Directors 15
Part 4. Compliance Procedures 15
A. Certification of Compliance 15
Part 5. Administration and Enforcement of the Code 15
A. Training and Education 15
B. Annual Review 15
C. Reports to Boards 16
D. Reporting Potential Violations/Wrongdoing 16
E. Recordkeeping 17
  Appendix A 18

 

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Part 1. General Principles

 

First Quadrant, L.P. (“First Quadrant” or the “Firm”) and its personnel have an overarching fiduciary duty to its clients and an obligation to uphold that fundamental duty. The general principles of that duty, as set forth below, should govern the conduct of all First Quadrant personnel, whether or not the conduct also is covered by more specific standards and procedures set forth in First Quadrant’s Code of Ethics (the “Code”). First Quadrant personnel should act at all times with honesty, integrity, and professionalism and adhere to the following general principles of duty:

 

· To place the interests of clients first;
· To conduct all personal securities transactions in such a manner as to be consistent with First Quadrant’s Code and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility;
· To not take inappropriate advantage of or abuse their position of trust and responsibility;
· To keep the identity of security holdings and financial circumstances of clients confidential; and
· To maintain independence in the investment decision-making process.

 

Failure to abide by these principles could have adverse effects on the Firm’s reputation. Consequently, failure to comply with these principles and the Code may result in disciplinary action, up to and including termination of employment.

 

The purpose of the Code is to establish procedures consistent with Rule 204A-1 of the Investment Advisers Act of 1940, Rule 17j-1 of the Investment Company Act of 1940 (the “Act”), and the Securities Exchange Act of 1934. Accordingly, no Access Person shall —

 

1. Employ any device, scheme or artifice to defraud;

 

2. Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

3. Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person; or

 

4. Engage in any manipulative practice.

 

Any questions related to the Code should be directed to the Chief Compliance Officer (“CCO”).

 

Part 2. Scope of the Code

 

A. Topics Addressed in the Code

 

A high standard of honesty and integrity in all business transactions and practices is a central part of First Quadrant’s philosophy. Consistent with this, First Quadrant expects each Supervised Person, as defined below, to avoid any activity that may reflect negatively on personal or First Quadrant integrity, which could be seen as a conflict of interest, or which could compromise First Quadrant or its clients in any way. With this philosophy in mind, the Code addresses securities-related conduct and focuses principally on fiduciary duty, personal securities transactions, insider trading, gifts and business entertainment, charitable donations, political contributions and conflicts of interest.

 

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B. Persons Covered by the Code

 

Supervised Persons include:

 

· Partners and officers of First Quadrant;
· Employees of First Quadrant;
· Any other person who provides advice on behalf of First Quadrant and is subject to First Quadrant’s supervision and control (e.g., temporary workers), or particular persons designated by the CCO; and
· Certain consultants and independent contractors. (Note: While certain consultants and independent contractors are not subject to the supervision and control of First Quadrant, they are bound by a contractual duty and may also be designated by the CCO to abide by these general principles and First Quadrant’s Code. As such, they are included here for purposes of this document.)

 

Family Members : For purposes of First Quadrant’s personal securities transactions, “employee”, “account”, and “Supervised Person” are further defined to include anyone living in the partner or employee’s household who looks to the employee or partner for support and any account in which he or she has a direct or indirect beneficial interest (such as a trust) or has discretionary trading authority.

 

1. Securities Covered by the Code

 

Covered Security means any stock, bond, future, investment contract or any other instrument that is considered a “security” under the Investment Advisers Act (“Advisers Act”). The term “Covered Security” is very broad and includes items you might not ordinarily think of as “securities”, such as:

 

· futures and options on securities, indexes, currencies, and commodities;
· all forms of limited partnerships;
· domestic and foreign unit investment trusts and closed-end funds; and
· private investment funds, hedge funds, investment clubs or any other limited or private offerings.

 

Covered Security does not include:

 

· direct obligations of the U.S. government (e.g., Treasury securities);
· bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;
· shares issued by money market funds;
· shares of open-end mutual funds other than Reportable Funds (defined below); and
· shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

 

Reportable Security means any security described as a “Covered Security”, “Reportable Funds” and Exchange Traded Funds (“ETFs”).

 

Reportable Fund means shares of open-end mutual funds that are advised or sub-advised by First Quadrant or its affiliates ( list of Reportable Funds (open-end mutual funds advised or sub-advised by First Quadrant and its affiliates) is located on the Wiki at General Office/Compliance/Code of Ethics at http://web.fqw.com/ ).

 

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Part 3. Standards of Business Conduct

 

A. Compliance with Laws and Regulations

 

Supervised Persons must comply with all applicable federal securities laws governing the business practices of First Quadrant.

 

1. Supervised Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

 

a. To defraud such client in any manner;
b. To mislead such client, including by making a statement that omits material facts;
c. To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;
d. To engage in any manipulative practice with respect to such client; or
e. To engage in any manipulative practice with respect to securities, including price manipulation.

 

B. Conflicts of Interest

 

As a fiduciary, First Quadrant has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Supervised Persons are expected to conduct themselves at all times in compliance with this duty by avoiding conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client or First Quadrant’s business. Supervised Persons subject to First Quadrant’s Code must try to avoid situations that have even the appearance of conflict or impropriety.

 

1. Conflicts Among Client Interests. From time to time, potential conflicts of interest may arise between a portfolio manager's management of the investments of one type of portfolio, on the one hand, and the management of other types of portfolios.  The portfolio managers oversee the investments of various types of portfolios in the same strategy, such as mutual funds, pooled investment vehicles and separate portfolios for individuals and institutions.  Investment decisions generally are applied to all portfolios utilizing that particular strategy, taking into consideration client restrictions, instructions and individual needs.  A portfolio manager may manage a portfolio whose fees may be higher or lower than the fees charged to another portfolio.  Management of multiple funds and portfolios may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of client trades.  Additionally, the management of different types of portfolios may result in a portfolio manager devoting unequal time and attention to the management of one type of portfolio.

 

2. Competing with Client Trades. First Quadrant prohibits Supervised Persons from using knowledge about pending or currently-considered securities transactions on behalf of clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities, or for the profits of others. Conflicts raised by personal securities transactions also are addressed more specifically in Section D below.

 

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3. Referrals/Brokerage. As a fiduciary, First Quadrant conducts its business in a fully disclosed manner. Supervised Persons must act in the best interests of First Quadrant’s clients regarding brokerage and other costs incurred by clients in connection with First Quadrant’s management of the client’s portfolio. Supervised Persons are reminded to strictly adhere to First Quadrant’s policies and procedures regarding brokerage services (including allocation, best execution, and directed brokerage).

 

4. Disclosure of Investments and Transactions with Related Parties . Supervised Persons are required to disclose at the time of their initial employment with the Firm, and subsequently in advance of entering into, any investment and/or financial transactions (including loans, guarantees or extensions of credit, written or oral contracts or commitments, and employment arrangements) they and their Family Members have or intend to make with anyone with whom First Quadrant has a Business Relationship. For these purposes, a Business Relationship is presumed to exist with the following: clients, prospective or potential clients, consultants, brokers, dealers, related persons of any issuer of a security held by First Quadrant, and vendors. Investments or financial transactions of a de-minimis nature below an annual $250 threshold are not subject to disclosure. Reporting and requests for approval of any such activity should be made to the Compliance Department.

 

C. Insider Trading

 

No First Quadrant Supervised Person shall (i) purchase or sell, either personally or on behalf of others (such as private portfolios managed by First Quadrant), any security while in possession of material, non-public information regarding such security or (ii) communicate material, non-public information to others without the consent of the CCO after due consideration of the appropriateness of such communication. “Material non-public information” relates not only to issuers but also to First Quadrant’s securities recommendations and client securities holdings and transactions. This policy applies to the activities of Supervised Persons both within and outside their duties at First Quadrant.

 

Procedures Regarding Material Non-Public Information

 

Whenever a Supervised Person of First Quadrant receives material, non-public information about a company, that individual should not trade or recommend trading on the basis of such information or divulge such information to persons other than the CCO until that individual is satisfied that the information is public. If the Supervised Person has any question at all as to whether the information is material or inside and not public, that individual must resolve the question or questions before trading, recommending trading or divulging the information.

 

Additional requirements for personal trading in the securities of Affiliated Managers Group, Inc. (AMG) have been adopted by AMG for its affiliates (including First Quadrant) and their employees, officers and directors. These procedures can be found in the Affiliated Managers Group, Inc. Insider Trading Policy and Procedures (the “AMG Policy”) which is attached hereto as Appendix A . See the AMG Policy for an expanded discussion of the term “material, non-public information”.

 

Any question as to the applicability or interpretation of the foregoing procedures or the propriety of any desired action, must be discussed with the CCO prior to trading or recommending trading of a security .

 

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D. Personal Securities Transactions Policies and Procedures

 

Supervised Persons are required to strictly comply with First Quadrant’s policies and procedures regarding personal securities transactions.

 

D1. Prohibited Transactions

 

Supervised Persons shall not cause or permit the purchase or sale, directly or indirectly, of any Covered Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership* and which to their actual knowledge at the time of such purchase or sale:

 

· is being recommended to a First Quadrant client;
· is under consideration for such recommendation;
· is being purchased or sold by a client;
· is being purchased or sold by First Quadrant on behalf of a client;
· has been purchased or sold by a client within the last four (4) business days, which includes the date the request to trade is submitted;
· has been purchased or sold by First Quadrant on behalf of a client within the last four (4) business days, which includes the date the request to trade is submitted; or
· is an initial public offering.

 

* For further information regarding “beneficial ownership”, please see the CCO.

 

D2. Pre-Clearance of Personal Securities Transactions

 

Information concerning Covered Securities traded by First Quadrant on behalf of its clients for the last 4 business days is available from First Quadrant’s portfolio accounting system. Generally, Supervised Persons may not purchase or sell any Covered Security traded within the last 4 business days, nor any Covered Security found on the traders’ blotters. Additionally, Supervised Persons may not purchase or sell any “derivative” security that derives its value from a Covered Security traded within the last 4 business days or found on the traders’ blotters . Supervised Persons wishing to transact in AMG stock must receive prior approval from the CCO or their designee and from the General Counsel of AMG or their designee in accordance with the AMG Insider Trading Policy. Additionally, all acquisitions of securities by a Supervised Person in a private investment fund, hedge fund, investment club or any other limited or private offering must receive prior approval from the CCO or their designee.

 

Except as specifically permitted in Section D3 and prior to any purchase or sale of a Covered Security not prohibited under Section D1 , every Supervised Person must fully complete a Preclearance Request on Compliance11. The Supervised Person seeking approval to trade may not trade the security until notification of approval is received. An approved Preclearance Request expires at the end of the next business day following the date of approval. If the approved trade is not executed during the specified time period it must be re-submitted through Compliance11. This policy effectively prohibits the use of “good til cancelled” limit orders of any kind. “Good til date” orders involving the same day or following business day from the approval date are permissible.

 

In the case of a transaction by an individual authorized to approve Preclearance Requests, another authorized individual must approve that individual’s request.

 

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D3. Exceptions to Pre-Clearance Requirements

 

Transactions in the following Covered Securities shall not require pre-clearance under Section D2:

 

· Transactions in Covered Securities (other than private investment funds, hedge funds, investment clubs or any other limited or private offerings ) that do not exceed $2,000 (i.e., share price x number of shares) in any particular security on any given day, provided that the aggregate of all transactions valued at less than $2,000 in Covered Securities made during any rolling three-month period does not exceed $20,000. Once the $20,000 threshold has been met for a rolling three-month period, all subsequent transactions in Covered Securities, regardless of their value, must be pre-cleared. For derivative transactions, the $2,000 per day and $20,000 per rolling three-month period de minimis thresholds apply to the notional value of the transaction rather than face amount.
· Purchases or sales of shares of open-end mutual funds , regardless of whether or not they are advised or sub-advised by First Quadrant or its affiliates ( list of Reportable Funds (open-end mutual funds advised or sub-advised by First Quadrant and its affiliates) is located on the Wiki at General Office/Compliance/Code of Ethics at http://web.fqw.com/ );
· Unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised or sub-advised by First Quadrant or its affiliates.
· Corporate, municipal and Treasury bonds.
· Purchases or sales of ETFs, though transactions must be reported.
· Futures found on the Exempt Futures List ( located at General Office/Compliance/Code of Ethics at http://web.fqw.com/ ) maintained by the Compliance Department.
· Purchases that are part of an automatic dividend reinvestment plan or automatic employee stock purchase plan.
· Purchases or sales that are non-volitional on the part of the person (e.g., gifts, inheritances, or transactions which result from corporate actions applicable to all similar security holders, such as splits, tender offers, mergers, stock dividends, etc.).

 

D4. Reports on Securities Transactions

 

Every Supervised Person shall make arrangements with his or her broker(s) to provide duplicate monthly/quarterly statements, on a timely basis, to First Quadrant, attention the “Compliance Department.” These statements at a minimum must include: the name of the broker, dealer or bank with or through which the transaction was effected; the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); the price at which the trade was effected; the trade date; the name of the Reportable Security traded; and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved.

 

Initial Holdings Report: Every new employee shall file with the Compliance Officer an initial holdings report using a Securities Holdings Report (found on Compliance11) , no later than 10 calendar days after such person becomes a Supervised Person . The information in this initial Holdings Report must be current as of a date no more than 45 days prior to the date the person becomes a Supervised Person. The report must include:

 

· The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount of each Reportable Security in which the Supervised Person had any direct or indirect beneficial ownership;

 

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· The name of the broker, dealer or bank, including the account number(s), with whom the Supervised Person maintains an account in which any securities were held for Supervised Person’s direct or indirect benefit; and
· The date the report is submitted to the Compliance Officer.

 

The report may be effectively completed using broker statements, as long as the required information noted above is present.

 

Quarterly Transaction Report: Supervised Persons (on behalf of themselves and their family members) shall file with the Compliance Officer a quarterly report of the information required by the Personal Investment Transaction Report (found on Compliance11) with respect to transactions in R eportable Securities in which the Supervised Person has or acquires any direct or indirect beneficial interest. The following transactions are exempt from reporting:

 

· Direct obligations of the U.S. government (e.g., Treasury securities);
· Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements;
· Shares issued by money market funds;
· Shares of open-end mutual funds that are not advised or sub-advised by First Quadrant or its affiliates 1 ( list of Reportable Funds (open-end mutual funds advised or sub-advised by First Quadrant and its affiliates) is located on the Wiki at General Office/Compliance/Code of Ethics at http://web.fqw.com/ );
· Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised or sub-advised by First Quadrant or its affiliates;
· Automatic dividend reinvestments, including dividend reinvestment plans; and
· Corporate actions applicable to all similar Security holders, such as splits, tender offers, mergers, stock dividends, etc.

 

These transactions are collectively referred to herein as "non-reportable transactions” . Any such Transaction Report may contain a statement declaring that the reporting of any transactions shall not be construed as an admission that the Supervised Person has any direct or indirect beneficial ownership in the Security.

 

Note: All ETFs are considered Reportable Securities for purposes of this Code.

 

Transaction Report s must be filed through Compliance11 no later than 30 calendar days after the end of each calendar quarter . If no transactions have been effected during a calendar quarter, a Transaction Report must still be filed, stating that no transactions occurred during that quarter.

 

Where reportable transactions exist, the report must include:

 

· the date of each transaction, the title and exchange ticker symbol or CUSIP number, the number of shares and principal amount of each Reportable Security involved, the interest rate and maturity date (if applicable);
· the nature of each transaction (i.e., purchase, sale, or other);
· the price of the Reportable Security at which each transaction was effected;
· the name of the broker, dealer or bank with whom each transaction was effected; and

 

 

  1 Transactions and holdings in First Quadrant sponsored 401k accounts do not need to be reported since First Quadrant’s Compliance Department can obtain the information directly from plan administrator. However, this does not include “self-directed” 401k accounts. Employees with self-directed 401k accounts are still required to report holdings and transactions in the accounts.

 

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· the date the report is submitted in Compliance11, which is automatically captured by the system.

 

In addition, with respect to any new account established by a Supervised Person in which any securities were or were capable of being held during the quarter for the direct or indirect benefit of the Supervised Person, the report must include:

 

· the name of the broker, dealer or bank with whom the account was established, the account number and the name on the account;
· the date the account was established; and
· the date the report was submitted in Compliance 11, which is automatically captured by the system.

 

Annual Securities Holdings Report: Annually, within 45 calendar days of January 1 st , all employees (on behalf of themselves and their Family Members) are required to file a Securities Holdings Report (found on Compliance11). The information provided must be current as of a date no more than 45 days prior to the date the report is submitted and must include:

 

· the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Supervised Person had any direct or indirect beneficial ownership, and a notation of any such Reportable Security that is not held in a brokerage account;
· the name of any broker, dealer or bank, including the account number(s), with which the Supervised Person maintains an account in which any securities were held for the Supervised Person’s direct or indirect benefit;
· if the Supervised person is an owner, director, officer or partner of an organization unaffiliated with First Quadrant, a statement indicating the organization and Supervised Person’s status as owner, director, officer or partner of the organization (this also includes any non-profit organizations); and
· the date the report is submitted in Compliance11, which is automatically captured by the system.

 

The information provided in the annual Securities Holdings Report will be reviewed periodically by the Compliance Officer to ascertain that each Supervised Person’s Reportable Securities holdings have been reported and are current within 45 days of the date the report is submitted. However, the filing of the annual Securities Holdings Report does not remove responsibility from an employee to advise the Compliance Officer at the time a brokerage account is opened and to ensure duplicate broker statements are forwarded to the Compliance Department beginning at that time.

 

Review of Reports: Periodically, the Compliance Officer will review reports submitted to determine whether a violation of these Procedures has occurred. This review will be documented and forwarded to the CCO for final review and signature. The reportable transactions of the Compliance Officer shall be reviewed by the CCO. The reportable transactions of the CCO shall be reviewed by the General Counsel or the Chief Operating Officer (“COO”).

 

If during the initial review, the Compliance Officer believes that a violation has possibly occurred, the Compliance Officer will further investigate and, in so doing, give the employee responsible for the transaction an opportunity to explain and/or supply additional explanatory materials.

 

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Following the investigation, if the Compliance Officer still believes that a violation of these Procedures has occurred, the Compliance Officer shall submit this determination, together with the duplicate broker statement(s), the Trade Authorization(s) and any additional explanatory material provided by the employee, to the CCO. The CCO will review the documentation and circumstances of the suspected violation and confirm whether a violation has occurred. If the CCO determines that a violation has occurred, the CCO will, in turn, report the circumstances of the violation in writing to the COO unless the violation involves the CCO, in which case the CCO will report the violation to the firm’s Managing Partner.

 

Confidentiality: Broker statements and related documentation, Transaction Reports and Securities Holdings Reports will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from government agencies, fund compliance officers and boards of directors, and external auditors.

 

D5. Exceptions

 

In special circumstances, the CCO may grant an exception regarding personal trading matters, provided the circumstances are consistent with First Quadrant’s fiduciary duty to its clients and any applicable laws and/or regulations, and are not so frequent or extensive as to develop a pattern over time (e.g., Supervised Persons covers family members that might legitimately need to trade a security within the blackout window, etc.). In granting an exception, the CCO will consider all facts and circumstances surrounding such request. All exceptions granted by the CCO shall be documented.

 

D6. Enforcement of the Procedures - Sanctions

 

Upon determination that a violation of these Procedures has occurred, the CCO may impose sanctions as he or she determines is appropriate given the circumstances . Failure to comply with any sanction may result in additional, more severe sanctions being imposed , including termination of employment.

 

E. Gifts, Business Entertainment and Charitable Donations Policies and Procedures

 

First Quadrant has a fiduciary duty to act in the best interest of its clients and to not be unduly influenced in such a way that potential conflicts of interest may actually, or appear to, jeopardize that duty. One example of potential conflicts is in situations in which First Quadrant or its employees give or receive gifts, entertainment or other favors in the course of doing business. It is important to First Quadrant’s independence of judgment and the Firm’s image to only give or accept these items in accordance with normally accepted business practices and to not raise any question of propriety.

 

As a company with clients located in a number of foreign jurisdictions, First Quadrant takes into account local business practices and customs and conducts itself in compliance with U.S. and local law. As legal requirements vary by jurisdiction, employees should consult with the CCO regarding any questions about applicable laws. (Please note that additional information regarding the U.S. Foreign Corrupt Practices Act may be found in the “Political Contribution – ‘Pay to Play’ Requirements” section of the Compliance and Supervision Manual.)

 

The following policies and procedures are designed to help maintain these standards and are applicable to all employees of First Quadrant.

 

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E1. Policy

 

No Supervised Person may, directly or indirectly, give or receive any gift, including charitable donations, or entertainment to or from anyone with whom First Quadrant has or is likely to have any business dealings (“Business Relationship”) unless the gift, charitable donation, or entertainment falls within one of the following categories of permissible gifts, charitable donations, or business entertainment, and is not otherwise inconsistent with any applicable law or regulation, including, without limitation, the rules governing gifts to public officials discussed below. Supervised Persons are prohibited from soliciting gifts or business entertainment from anyone with whom First Quadrant has a Business Relationship.

 

Prior to receiving or providing a gift or business entertainment, First Quadrant may notify the donor or recipient that the donor or recipient may wish to consult his or her firm’s policies to confirm compliance. In addition, First Quadrant from time to time may agree (or be required by another firm) to comply with policies and procedures regarding gifts and business entertainment of firms with which First Quadrant has a Business Relationship and, if so, First Quadrant will abide by those policies and procedures.

 

A Business Relationship will be presumed to exist with the following (this list does not represent an exhaustive list):

 

· Clients;
· Prospective and potential clients;
· Consultants;
· Brokers;
· Dealers;
· Related persons of issuers First Quadrant holds or is actively considering acquiring; and
· Vendors.

 

Under no circumstances may employees receive or give gifts in the form of cash or cash equivalents, including gift certificates.

 

Business Entertainment: So long as the donor is present, an occasional meal, a ticket to a sporting event or the theatre, greens fees, an invitation to a reception or cocktail party, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety, is permitted. Shared entertainment permitted under this paragraph need not be aggregated with other gifts for purposes of the $100 limit set forth below. Employees should seek prior approval from Compliance in circumstances where he or she is unsure about the value or appropriateness of proposed entertainment.

 

Charitable Donations: For each First Quadrant employee, charitable donations solicited and/or received from or made at the request of a single Business Relationship may not exceed $1,000 per calendar year (individually and in the aggregate).

 

Charitable donations solicited and/or received from a business or business contact by a First Quadrant employee may only be accepted if the donation (i.e., check or money order) is payable to a publicly recognized charity. Under no circumstances can the check be payable to First Quadrant or a First Quadrant employee and under no circumstances should a First Quadrant employee ask a business or business contact to make a donation on behalf of First Quadrant or the employee.

 

First Quadrant - Sponsored Events: For a First Quadrant-sponsored event that may or may not in a given instance fall clearly within one of the above categories of permissible gifts for a First Quadrant employee to give, partners, officers, and employees must check with the CCO to ascertain whether such an event requires approval. Under appropriate circumstances, a specific or general exemption for First Quadrant-sponsored events may be obtained from the CCO. Employees are responsible for confirming that such an exemption either has been granted or is not necessary before extending an invitation to such an event.

 

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Gifts: For each First Quadrant employee, gifts received from or made to a single Business Relationship, having a retail value of $100 or less for the calendar year (individually and in the aggregate) are permitted (Registered Representatives of MDI – see below for additional details). Examples of gifts subject to the annual $100 per Business Relationship limit include, but are not limited to, flowers, fruit baskets, and wine. Also included are tickets to a sporting event, theatre, greens fees, an invitation to a reception or cocktail party or comparable entertainment if the donor will not be present . (See Business Entertainment, where donor is present.) Tickets or gifts for an individual and his or her spouse or family member shall be aggregated in determining whether the tickets have a retail value in excess of $100. Should a gift come to a particular group within First Quadrant, the value will be divided among the employees in the group. Should a gift come to First Quadrant as a whole, the gift’s value will be divided among all First Quadrant employees. All gifts received and provided are required to be reported per Section E3 - Procedures below.

 

Gifts and Business Entertainment to Public Employees: Employees are reminded that different rules apply when you are giving anything of value to public employees. State law and some government agencies impose restrictions on whether or not public employees can receive anything of value or impose limits on the permissible amount. In order to preserve our business relationship with our public fund clients no employee may authorize payment or reimbursement for any meal, entertainment, travel, lodging, or other gift made for or on behalf of any federal, state, county or municipal employee or representative having anything of value except as permitted by law and approved in advance by the CCO.

 

Global Affairs

U.S. and other laws applicable to our business prohibit payments and other compensation (which may be interpreted to include meals, gifts and entertainment) to government officials and others. Employees may not make, or promise to make, payments to government officials or others in order to obtain or retain business.

 

Other Payments from Brokers: Employees may not accept reimbursement from brokers for: travel and hotel expenses; speaker fees or honoraria for addresses or papers given before audiences; or consulting services or advice they may render. Likewise, employees may neither request nor accept loans or personal services from brokers.

 

Promotional Items: Promotional items of nominal value that display First Quadrant’s or the donor’s logo, such as pens, calendars, clothing, bags, umbrellas and diaries, are permitted. Such gifts need not be aggregated for purposes of the $100 rule above, but should not exceed a reasonable number from or to the same person within a calendar year.

 

Travel and Related Incidentals: Supervised Persons are prohibited from accepting travel, lodging and related incidentals in relation to gift and entertainment opportunities. With respect to business related travel, First Quadrant partners, officers, and employees are periodically invited to attend or participate in conferences, tour a client’s facilities, or meet with representatives of a client. Such invitations may involve traveling and may require overnight lodging. As a general matter, First Quadrant must pay for all travel and lodging expenses associated with such activities. However, if appropriate, partners, officers and employees may accept travel-related amenities if the costs are considered insubstantial, are broadly available to all attendees, and are not readily ascertainable (e.g., a shuttle bus at a conference).

 

Registered Representative of Managers Distributors, Inc. (“MDI”) : In addition to the requirements stated in this policy, employees who are also registered representatives of MDI are required to also comply with the gifts and non-cash compensation policies maintained in MDI’s Supervisory Procedures Manual. The aggregate limit for gifts is $100 per calendar year . MDI must make and retain a record of all gifts and gratuities in any amount known to relate to First Quadrant. All registered representatives are required to report to the CCO or his or her designee the giving or receiving of any such gifts or gratuities.

 

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If there is any doubt as to the estimated retail value of gifts or other items/services, or application of the policy, please consult the CCO.

 

E2. Policy Exceptions

 

In limited circumstances, the CCO may grant an exception to the gift and entertainment policies, provided such gift or entertainment is consistent with applicable laws and/or regulations and is not so frequent or so extensive as to raise any question of propriety.

 

E3. Procedures

 

Employees who receive gifts or donations that are not permitted must return the gift or donation to the donor. If it is not possible to return a gift, the gift should be donated to a charitable organization. All charitable donations exceeding the permitted limit must be returned to the donor.

 

Employees must inform their managers of the giving or receiving of any gifts, charitable donations, or shared entertainment, including those gifts and charitable donations returned to the sender.

 

Gifts and entertainment received valued over $25 must be reported to Compliance through Compliance11 within 30 days of receipt. Employees are prohibited from accepting gifts over $100 unless approved by the CCO.

 

Gifts and entertainment provided to clients/prospects must be reported to Compliance through Compliance11 within 30 days of the event or the day the company credit card statement is received. Gifts provided to clients/prospects valued over $100 require prior approval from Compliance.

 

E4. Exception Procedures

 

If an employee believes that it would be appropriate to give or receive a gift or charitable donation outside the normal gift policy guidelines in a specific situation, he or she must submit a written request to the CCO seeking prior approval of the proposed exception. The request should specify:

 

· the name of the donor;
· the name of the intended recipient and his or her employer;
· the nature of the gift and its monetary value;
· the nature of the Business Relationship; and
· the reason the gift is being given.

 

E5. Oversight

 

The CCO or their designee will review all submissions by First Quadrant personnel regarding gifts or business entertainment and conduct any appropriate follow-up.

 

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E6. Management Reporting

 

The CCO will promptly report any significant issues or concerns regarding employees’ activities covered under this policy to the COO unless the issue involves the CCO, in which case the CCO will report the issue to the firm’s Managing Partner.

 

F. Political Contributions and Fund Raisers

 

First Quadrant does not contribute financial or other support to political parties or candidates for public office. First Quadrant employees may participate personally in political activities that may include contributions and donations to political candidates (subject to all applicable laws and First Quadrant’s Political Contributions Policy); however, at no time will employees be reimbursed by the Firm for such activities.

 

First Quadrant strictly prohibits any employee from making contributions or expenditures to or for any candidates for any public office, or to any persons for any political purpose whatsoever as a quid pro quo for receiving or with the expectation of securing now or in the future business from any public official, or any federal, state, or local government agency.

 

Your personal political contributions, and those of certain of your family members, could impact First Quadrant’s ability to continue to do business or bid on new business with government entities within certain jurisdictions in the United States. Specifically, Rule 206(4)-5 of the Investment Advisers Act of 1940, which applies to all registered investment advisers, including First Quadrant, places limits on individual contributions of certain investment adviser employees, and may prohibit an investment adviser from managing money for state or local government entity clients for a specified period following any disqualifying contributions. In addition, a number of jurisdictions have enacted so-called “pay-to-play” laws that prohibit certain employees of service providers to state or local agencies and departments from making political contributions to state or local officials that are covered by these laws. Even if a personal political contribution is not prohibited, these laws may require that any contribution be reported to the state or locality. If you have any questions about a political contribution that you intend to make, please contact the CCO.

 

For additional information on this topic, please see the “Political Contributions – Pay to Play Requirements” section of the Compliance and Supervision Manual.

 

G. Confidentiality

 

Information concerning the identity of security holdings and financial circumstances of clients is confidential.

 

a. Firm Duties. First Quadrant and its Supervised Persons must keep all information about clients (including former clients) in strict confidence, including the client’s identity (unless the client consents), the client’s financial circumstances, the client’s security holdings, and advice furnished to the client by the Firm. Additionally, Supervised Persons are required to fully comply with First Quadrant’s Privacy Policy.

 

b. Supervised Persons’ Duties. First Quadrant prohibits Supervised Persons from disclosing to persons outside the Firm any material non-public information about any client, the securities investments made by First Quadrant on behalf of a client, information about contemplated securities transactions, or information regarding First Quadrant’s trading strategies, except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes.

 

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H. Service on a Board of Directors

 

Because of the high potential for conflicts of interest and insider trading issues, Supervised Persons are generally restricted from serving on the board of directors for any publicly held company. However, under certain circumstances where serving on a board of directors does not represent a conflict of interest for First Quadrant, an employee may sit on the board of directors for a publicly held company. Permission is required from the CCO and Managing Partner, or the firm’s general partner if such permission is requested by the Managing Partner for his/her own interest, prior to committing to serve on the board of directors for any publicly held company. In addition, although serving on the board of directors of private companies or non-profit organizations does not require permission, such situations must be reported to the CCO through Compliance 11.

 

Part 4. Compliance Procedures

 

A. Certification of Compliance

 

1. Initial Certification. First Quadrant shall provide all Supervised Persons with a copy of the Code. In turn, all Supervised Persons are required to certify in Compliance11 that they have: (a) received a copy of the Code, (b) read and understood all provisions of the Code, and (c) agree to comply with the terms of the Code.

 

2. Acknowledgement of Amendments. As amendments are made to the Code, Supervised Persons will be provided with a copy of such amendments and will be required to submit an acknowledgement in Compliance11, stating that they have received, read, and understood the amendments to the Code.

 

3. Annual Certification . Annually, all Supervised Persons will be required to certify in Compliance11 that they have read, understood and complied with the Code.

 

 

Part 5. Administration and Enforcement of the Code

 

A. Training and Education

 

Training relative to the Code will occur periodically. All Supervised Persons are required to attend any training sessions or read any applicable materials provided to them relative to the Code.

 

B. Annual Review

 

At least annually, the CCO shall review the adequacy of the Code and the effectiveness of its implementation. The CCO will also be required to report to the Managing Partner and COO the results of his or her review and ensure all material violations have been brought to the Managing Partner and COO’s attention.

 

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C. Reports to Boards

 

For any fund First Quadrant advises or sub-advises, First Quadrant must provide an annual written report to the fund’s board of directors that describes any issues arising under the Code since the last report, including information about material violations of the Code and sanctions imposed in response to such violations. The report must include discussion of whether any waivers that might be considered important by the board were granted during the period. The report must also certify that the adviser has adopted procedures reasonably necessary to prevent Supervised Persons from violating the Code.

 

D. Reporting Potential Violations/Wrongdoing

 

All Supervised Persons are required to act honestly and ethically in support of the culture of integrity that we have all fostered within First Quadrant. Since every Supervised Person is a valued member of the team which makes up First Quadrant, this broad requirement includes acting in what each individual believes to be First Quadrant’s best interest, which includes reporting any concerns regarding any potential violations of any applicable law, rule or policy, or any other potential wrongdoing, by First Quadrant, any of our employees, or any of our service providers. If First Quadrant’s management is unaware of such activities, these potential violations may ultimately have an adverse affect on all of us as members of First Quadrant.

 

Accordingly, every Supervised Person of First Quadrant is required to report any potential violations of any applicable law, rule or policy, or other potential wrongdoing, including “apparent” or “suspected” violations, promptly to the CCO. In addition, any supervisor or member of management who receives a report of a potential violation or wrongdoing must immediately inform the CCO. If the CCO is involved in the potential violation or wrongdoing, or is unavailable, the employee or partner may report the matter to the Managing Partner or COO.

 

“Violations” should be interpreted broadly, and may include, but are not limited to, such items as:

 

· noncompliance with laws, rules, and regulations applicable to the business of First Quadrant;
· fraud or illegal acts involving any aspect of First Quadrant’s business;
· material misstatements in regulatory filings, internal books and records, client’s records, or reports;
· activity that is harmful to First Quadrant’s clients, including any fund shareholders; and
· deviations from required internal controls, policies and procedures that safeguard clients and First Quadrant.

 

All such reports will be taken seriously, investigated promptly and appropriately, and treated confidentially to the extent permitted by law.

 

Investigation and Sanctions. Potential violations shall be promptly investigated by the CCO and/or a member of the Executive Committee. During the course of the investigation, the CCO or member of the Executive Committee will be in contact with the reporting Supervised Person to inform the Supervised Person of the status of the investigation. In addition, the reporting Supervised Person may check with the investigator on the status at any time.

 

Following First Quadrant’s investigation, personnel who are deemed to have committed any violations or other wrongdoing may be subject to disciplinary action including, but not limited to: (i) having the Supervised Person’s employment responsibilities reviewed and changed, including demotion; (ii) oral or written reprimand; (iii) forfeit of any trading profits or other compensation or monetary benefits; (iv) suspension of personal trading privileges; (v) suspension of employment; and/or (vi) termination of employment. These are guidelines only, and First Quadrant reserves the right to apply any sanction deemed appropriate after considering the facts and circumstances surrounding a violation. Violations of the Code or these procedures may also result in criminal prosecution or civil action.

 

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Retaliation. Retaliation of any type against a Supervised Person who reports a suspected violation or assists in the investigation of such conduct (even if the conduct is not found to be a violation) is strictly prohibited and constitutes a further violation of the Code and these procedures.

 

Guidance. All Supervised Persons are encouraged (and have the responsibility) to ask questions and seek guidance from the CCO or a member of the Executive Committee with respect to any action or transaction that may constitute a violation and to refrain from any action or transaction which might lead to the appearance of a violation. The CCO will also provide periodic training to the firm’s employees and partners regarding the requirements of these policies and procedures.

 

E. Recordkeeping

 

First Quadrant will maintain in its records the following:

 

· A copy of the Code, and any amendments thereto, that is or was in effect;

 

· Records of violations of the Code;

 

· Actions taken as a result of the violations;

 

· Copies of employees’ acknowledgment of receipt of the Code and any amendments thereto;

 

· All reports and forms required to be filed by employees under the Code;

 

· A record of all persons who are or were required to file reports under this Code, or who are or were responsible for reviewing these reports; and

 

· Pre-clearance requests, approval records, and any reasons supporting the decisions to approve purchases of a limited offering.

 

The retention period for these records is five years from the end of the fiscal year in which the transaction occurs, the first two years in an easily accessible place.

 

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Appendix A

 

AMG Insider Trading Policy

 

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Exhibit (p)(7)

  

GMO
CODE OF ETHICS

 

GMO AUSTRALASIA LLC
GMO AUSTRALIA LTD.

GMO NETHERLANDS, a branch office of GMO U.K. Ltd.

GMO SINGAPORE PTE LTD.
GMO SWITZERLAND GMBH
GMO U.K. LIMITED
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
GMO RENEWABLE RESOURCES, LLC

GMO RENEWABLE RESOURCES (in New Zealand)

GMO RENEWABLE RESOURCES URUGUAY, SRL

 

Dated November 1, 2013

 

 
 

 

Table of Contents

 

Overview and Summary Charts   1
         
  Overview Chart/Basic Rules and Exceptions   1
         
  Overview Chart—By Instrument   2
         
1. PROHIBITED TRANSACTIONS   3
         
  1.1 Securities Being Considered for Purchase or Sale .   3
         
  1.2 Options on Securities .   4
         
  1.3 Short Selling of Securities .   5
         
  1.4 Short-Term Trading .   5
         
  1.5 Trading on Inside Information .   6
         
  1.6 Market Manipulation .   6
         
  1.7 Other Illegal and/or Impermissible Transactions .   6
         
2. Pre-Clearance Requirements   6
         
  2.1 Transactions in Certain Securities.   7
         
  2.2 Dividend Reinvestments, Corporate Reorganizations, etc.   7
         
  2.3 Discretionary Accounts .   7
         
  2.4 De Minimis Purchases and Sales of Certain Large Cap Securities .   8
         
  2.5 Transactions Pursuant to Limit Orders or Stop-Loss Orders Previously    
         
    Approved by Compliance Department .   8
         
  2.6 Transactions by Brokers to Satisfy Margin Calls or the Exercise of Written Options   8
         
  2.7 Non-GMO Employee Compensation Program .   8
         
  2.8 Donation of Securities to a Charity .   8
         
  2.9 GMO Hedge Funds   9
         
3. Reporting Requirements   9
         
  3.1 Initial and Annual Disclosure of Personal Holdings .   9
         
  3.2 Quarterly Reporting Requirements .   9
         
  3.3 Exemptions for Transactions in and Holdings of Certain Securities .   10
         
  3.4 Additional Exemption From Quarterly Reports .   10
         
  3.5 Brokerage Confirmations .   11
         
  3.6 Procedures for Filing Reports .   11
         
  3.7 Reporting Violations .   11

 

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4. Administration and Enforcement of Code of Ethics   11
         
  4.1 General Principles .   11
         
  4.2 Role of COIC;  Delegation .   11
         
  4.3 CCO Role, Investigations .   12
         
  4.4 Sanctions.   12
         
  4.5 Administration of Pre-clearance   12
         
  4.6 No Explanation Required for Refusals .   13
         
  4.7 Review of Denied Pre-Clearance Requests .   13
         
5. MISCELLANEOUS.   13
         
  5.1 Copies of Code; Annual Affirmation.   13
         
  5.2 Review of Reports .   14
         
  5.3 Availability of Reports .   14
         
  5.4 Exceptions to the Code.   14
         
  5.5 Inquiries Regarding the Code.   14
         
  5.6 Amendments to Code.   14
         
Exhibit A: Definitions   16
     
Appendix A-1 List of Restricted Exchange Traded Funds   21
     
Appendix A-2 List of Reportable 529 Plans   22
     
GMO UK Limited – Code of Ethics Supplement   23
     
GMO Australia Ltd. – Code of Ethics Supplement   26
     
GMO Renewable Resources (in New Zealand) – Code of Ethics Supplement   28
     
GMO Non-Access Director – Code of Ethics Supplement   29

 

ii
 

 

GMO CODE OF ETHICS
as revised November 1, 2013

 

OVERVIEW AND SUMMARY CHARTS

 

GMO and its affiliates have adopted this Code of Ethics in order to reflect the values of the firm and to fulfill the firm’s regulatory obligations. Because the regulations are complex and technical, a number of terms are defined in Exhibit A and appear in the Code in bold .

 

The following chart provides an overview of some key rules under the Code and some common exceptions. This is only an overview and there are other rules and exceptions. Each Access Person is still responsible for reading and understanding this Code in its entirety.

 

  Five Basic Rules

 

Common Exceptions

Basic Rule #1:

Do not trade in advance of clients

 

Mutual Funds

Most Exchange Traded Funds

U.S. Government Securities

Money Market Instruments

Financial Futures

Basic Rule #2:

Pre-Clear all trades

 

Mutual Funds

Most Exchange Traded Funds

529 Plans

U.S. Government Securities

Money Market Instruments

Municipal Bonds

Financial Futures

Basic Rule #3:

Report all trades

Mutual Funds not advised/sub-advised by GMO (but not Exchange Traded Funds)

Most 529 Plans

U.S. Government Securities

Money Market Instruments

Currencies/Currency forwards/Non-exchange traded options on currencies

Futures on interest rates/currencies

Basic Rule # 4:

Don’t churn your account

Mutual Funds not advised/sub-advised by GMO

U.S. Government Securities

Money Market Instruments

Currencies/Currency forwards/Non-exchange traded options on currencies

Municipal Bonds

Financial Futures

Basic Rule #5:

No violation of laws, for example:

·      No Transactions on inside information;

·      No market manipulation.

None

 

 
 

 

The following chart provides a different overview of the Code’s operation, organized by the type of security. As with the previous chart, this is, however, only an overview of some of the rules applicable to different kinds of securities. Every Access Person is still responsible for reading and understanding this Code in its entirety.

 

 

Type of Security

Preclearance
Required
Prohibited if
Purchase or
Sale Being
Considered for
a GMO Client
Account
Subject to
Quarterly and
Annual
Reporting
Requirements
Disgorge Short-
Term Profit
(<60 day
Round Trip)
Short Sales
Generally
Prohibited 1

GMO Mutual Funds and
GMO Sub-Advised Funds

 

No No Yes 2 Generally Yes 3 Yes
Non-GMO Mutual Funds
 
No No No No Yes
Closed-End Funds
 
Yes Yes Yes Yes Yes
Most Exchange Traded Funds 4 (does not include Closed-End Funds)
 
No No Yes No No

Exempted Government Securities

 

No No No No Yes
Money Market Instruments
 
No No No No Yes

Currencies

and related forward contracts

 

No No No No No

Financial Futures

(including physical commodities) 

No No Generally Yes 5 No No

 

 

1 Subject to limited exceptions (see Section 1.3), short selling is prohibited with respect to any investment held in any GMO Client Account.

2 Please note that Access Persons do not need to enter reporting details in StarCompliance for GMO Mutual Fund investments only. However, investments in GMO Sub-Advised Funds will need to be entered in StarCompliance.

3 Not applicable to funds excluded from the definition of GMO Long-Term Fund.

4 See Appendix A-1 for a list of exceptions.

5 Futures on interest rates and currencies are exempt from the Code’s reporting requirements.

 

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Options on currencies (buying or writing)
 
No No No No No
Municipal Bonds
 
No Yes Yes No Yes
IPOs
 
Yes Yes Yes Yes Yes
Private Placements (including third party private funds)
 
Yes Yes Yes Yes Yes
Most 529 Plans 6
 
No Not Applicable Generally No N/A N/A
MOST OTHER INVESTMENTS Yes Yes Yes Yes Yes

 

Gift Policy: GMO also has a “Gift Policy” which is a separate, stand-alone document.

 

Special Rules for Access Persons of Subsidiaries; Non-Access Directors . Employees, partners, consultants and all other Access Persons are subject to all provisions of this Code unless you are an Independent Trustee of either GMO Trust or GMO Series Trust, or a Non-Access Director of GMO. If you are one of the following, you should also look at the related Code Supplement :

 

►  Officers and Employees of GMO UK Limited;

►  Officers and Employees of GMO Australia Limited;

►  Officers and Employees of GMO Renewable Resources (in New Zealand); and

 Non-Access Directors of GMO;

 

1.             PROHIBITED TRANSACTIONS

 

Access Persons and members of their Immediate Family are prohibited from engaging in the following transactions:

 

1.1          Securities Being Considered for Purchase or Sale .

 

Except as provided below, any transaction in a Security being considered for purchase or sale by a GMO Client Account is prohibited. For this purpose, a Security is being considered for purchase or sale when a recommendation to purchase or sell the Security has been communicated or, with respect to the person making the recommendation, when such person seriously considers making the recommendation. The following Securities are not subject to this prohibition:

 

 

6 See Section 3.3 (“Exemptions for Transactions in Certain Securities”) and the definition of Reportable 529 Plan .

 

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· Registered open-end investment companies (but not Restricted Exchange Traded Funds) ;

 

· Unrestricted Exchange Traded Funds (including short sales thereof);

 

· Financial Futures and short sales of Financial Futures ;

 

· U.S. Government Securities and other Exempted Government Securities ;

 

· Money Market Investments ;

 

· Securities held or to be acquired by a Discretionary Account ; and

 

· Currencies, options on currencies, and forward contracts on currencies.

 

Note: The formulation of purchases and sale orders generally begins before the relevant trading desk is asked to execute the trade. GMO reserves the right to require the unwinding of personal trades that occur on or about the same time as client trades without proving that the Access Person or member or his or her Immediate Family had actual knowledge of the pending client trade.

 

1.2           Options on Securities .

 

Holding, purchasing, or selling options on a Security is generally prohibited. The following Securities are not subject to this prohibition:

 

· Options held or to be acquired by a Discretionary Account ;

 

· Options received pursuant to a Non-GMO Employee Compensation Program, with prior approval from the Compliance Department ; and

 

· Options on currencies (including options on currency futures).

 

Options acquired in advance of initial designation as an Access Person , or received via gift, inheritance, or change in Immediate Family member status, may be held until the option is exercised on the expiration date (or the last business day prior to the expiration date). This transaction is not subject to pre-clearance but must be reported. Additionally, any transaction in a security underlying the option (excluding IPOs or Private Placements ) that an Access Person is contractually required to complete in connection with a third party’s exercise of an option written by the Access Person is not subject to pre-clearance but must be reported.

 

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1.3           Short Selling of Securities .

 

Short selling Securities held (or being considered for purchase or sale) in any GMO Client Account is prohibited. The following Securities are not subject to this prohibition:

 

· Short sales of Unrestricted Exchange Traded Funds ;

 

· Short sales of Financial Futures and options on currencies (including options on currency futures); and

 

  · Securities held or to be acquired by a Discretionary Account .

 

Note: Forward contracts on currencies are not considered a short sale of either currency for purposes of this Code.

 

1.4           Short-Term Trading .

 

Except as provided below, purchasing and selling the same or equivalent Securities within 60 calendar days (starting with the most recent sale or purchase, as applicable, in the 60-day period) is prohibited. (For the sake of clarity, except as otherwise noted, this prohibition applies to short-term profiting through the use of derivatives, either alone (e.g., exercising an option within 60 days of purchasing the option) or in combination with other Securities Transactions (e.g., selling the underlying Security within 60 days of purchasing a call on such Security) ). The following Securities are not subject to this prohibition:

 

· Registered open-end investment companies (other than GMO Long-Term Funds and GMO Sub-Advised Funds );

 

· U.S. Government Securities and other Exempted Government Securities ;

 

· Exchange Traded Funds (whether or not they are registered open-end investment companies);

 

· Money Market Instruments ;

 

· Currencies, options on currencies (including options on currency futures), and related forward contracts;

 

· Financial Futures and short sales of Financial Futures ;

 

· Physical commodity contracts;

 

· Securities acquired through the exercise of rights issued by an issuer to all holders of a class of its Securities , to the extent the rights were acquired in the issue;

 

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· Securities acquired through a Non-GMO Employee Compensation Program ;

 

· Transactions resulting from stop-loss orders (note that this does not apply to limit orders);

 

· Municipal bonds; and

 

  · Securities held in a Discretionary Account .

 

1.5           Trading on Inside Information .

 

Any transaction in a Security while in possession of material nonpublic information regarding the Security or the issuer of the Security is prohibited.

 

1.6           Market Manipulation .

 

Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading are prohibited.

 

1.7           Other Illegal and/or Impermissible Transactions .

 

All Access Persons and all members of their Immediate Family are required to comply with all applicable Federal Securities Laws . In addition to the prohibitions in Sections 1.6 (Trading on Inside Information) and 1.7 (Market Manipulation), Securities Transactions not in compliance with applicable Federal Securities Laws , or any other transactions deemed by the CCO to involve a conflict of interest, possible diversion of corporate opportunity, or an appearance of impropriety, are prohibited.

 

2.             Pre-Clearance Requirements

 

Access Persons and members of their Immediate Family are prohibited from engaging in any Securities Transaction without prior approval of the Compliance Department unless otherwise provided below. Once obtained, pre-clearance is valid only for the day on which it is granted and the following three business days (or, in the case of a Private Placement , 30 days or such other time frame as determined by the COIC ). Limit orders and stop-loss orders relating to Securities must be pre-cleared prior to establishment and prior to any modifications, including cancellations.

 

There is no exemption from pre-clearance for IPOs or Private Placements , even where such transactions are effected through Discretionary Accounts . See Sections 4.5.1 and 4.5.2 on how to process a request for pre-clearance.

 

Please refer to the “StarCompliance User Guide” found within StarCompliance for information regarding how to request pre-clearance or how to appeal denied pre-clearance requests.

 

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The following Securities Transactions are exempt from the pre-clearance requirement:

 

2.1           Transactions in Certain Securities .

 

Securities Transactions involving the following instruments may be subject to the substantive prohibitions in Section 1, but they are exempt from the pre-clearance requirement:

 

· Securities issued by any registered open-end investment company (including GMO Affiliated Funds , but excluding Restricted Exchange Traded Funds );

 

· Unrestricted Exchange Traded Funds (including short sales thereof);

 

· U.S. Government Securities and other Exempted Government Securities ;

 

· Money Market Instruments ;

 

· Currencies and related forward contracts;

 

· Options on currencies and currency futures;

 

· Financial Futures and short sales of Financial Futures ;

 

· Physical commodities (e.g., gold);

 

· Municipal bonds;

 

· 529 Plans; and

 

· Any transaction in other Securities as may from time to time be designated in writing by the CCO (as directed by the COIC) on the ground that the risk of abuse is minimal or non-existent.

 

2.2           Dividend Reinvestment, Corporate Reorganizations, etc .

 

Securities Transactions involving acquisition of Securities acquired through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, the exercise of rights issued by an issuer to all holders of the same class of Securities , or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities.

 

2.3 Discretionary Accounts .

 

Securities Transactions through Discretionary Accounts in Securities other than IPOs and Private Placements.

 

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2.4 De Minimis Purchases and Sales of Certain Large Cap Securities .

 

Purchases or sales of less than $25,000 of common stock, depository receipts, or preferred stock where the size of the relevant issue is greater than $5 billion as of the date of such purchases or sales are exempt from pre-clearance. This exemption from pre-clearance may be utilized once per security within multiple accounts during a 4-day pre-clearance period (i.e., the day pre-clearance is granted and the following three business days) so long as the total across all accounts is less than $25,000.

 

2.5 Transactions Pursuant to Limit Orders or Stop-Loss Orders Previously Approved by Compliance Department .

 

Transactions effected pursuant to limit orders or stop-loss orders already approved by the Compliance Department are exempt from pre-clearance, provided that the Access Person provides the Compliance Department with an attestation from the relevant broker stating that the broker will act solely in accordance with that limit order or stop-loss order, with no influence exercised or information supplied by the Access Person or anyone else acting on his or her behalf.

 

2.6 Transactions by Brokers to Satisfy Margin Calls or the Exercise of Written Options .

 

Liquidations or purchases of Securities by a broker to satisfy margin calls or the exercise of options written by an Access Person are not subject to pre-clearance, provided that the Access Person provides to the Compliance Department a letter or other documentation from the brokerage firm confirming that the liquidation or purchase was effected to satisfy applicable margin or written option requirements and was not requested by the Access Person .

 

2.7 Non-GMO Employee Compensation Program .

 

The receipt of stock or options in connection with an Access Person or Immediate Family member’s employment is exempt from pre-clearance provided that the Compliance Department receives an initial attestation from the Access Person or Immediate Family member’s employer confirming that the securities were acquired through a non-GMO compensation program.  This attestation can be documentation detailing the program, such as terms and entitlements, or such other documentation that is acceptable to the Compliance Department .  This exemption is inclusive of exercising a cash-settled option and the acquisition of stock by exercising an option acquired in connection with an Access Person or Immediate Family member’s employment. The receipt of stock and options is still subject to reporting requirements under the Code.

 

2.8 Donation of Securities to a Charity .

 

Donations of Securities to charities are not subject to pre-clearance.

 

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2.9 GMO Hedge Funds

 

Investments in GMO hedge funds, while subject to pre-clearance, are automatically pre-cleared when the subscription is accepted by GMO.

 

3.             Reporting Requirements

 

3.1           Initial and Annual Disclosure of Personal Holdings .

 

No later than 10 calendar days after initial designation as an Access Person and thereafter on an annual basis (currently expected of all Access Persons by January 30 of each year), each Access Person must report to the Compliance Department all of the following (subject to the exceptions in Section 3.3):

 

3.1.1. The title, type, number of shares and principal amount of each Security (including as applicable any exchange ticker symbol or CUSIP number) in which that Access Person has any Beneficial Interest (including Securities held in Discretionary Accounts );

 

3.1.2. The name of any broker, dealer or bank with whom the Access Person maintains a Reportable Account ; and

 

3.1.3. The date that the report is submitted by the Access Person .

 

Both initial reports and annual reports must be based on information current as of a date not more than 30 days before the report is submitted.

 

3.2           Quarterly Reporting Requirements .

 

Each Access Person must file a quarterly report with the Compliance Department no later than 30 calendar days following the end of each calendar quarter. The quarterly report shall include the following information regarding each transaction during the quarter in any Security in which the Access Person had any Beneficial Interest (subject to the exceptions in Sections 3.3 and 3.4):

 

3.2.1.     The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security (including as applicable any exchange ticker symbol or CUSIP number) involved;

 

3.2.2.     The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

3.2.3.     The price of the Security at which the transaction was effected;

 

3.2.4.     The name of the broker, dealer or bank with or through which the transaction was effected;

 

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3.2.5.     A certification that, with respect to each transaction effected during the quarter, the Access Person neither had confidential information nor was aware of any pending consideration of possible transactions or pending transactions in the relevant security by GMO on behalf of a GMO client; and

 

3.2.6.    The date that the report is submitted by the Access Person .

 

In addition, with respect to any Reportable Account established during such quarter by the Access Person , the quarterly report must also include the name of the broker, dealer or bank with whom the Access Person established the account.

 

No quarterly report is required to list transactions that are automatic dividend reinvestments.

 

3.3           Exemptions for Transactions in and Holdings of Certain Securities .

 

Transactions in and holdings of the following instruments may be subject to the substantive prohibitions in Section 1 and/or the pre-clearance requirements in Section 2, but are exempt from the Reporting Requirements in Sections 3.1.1 (Initial/Annual Report) and 3.2 (Quarterly Reports):

 

· Securities issued by any registered open-end investment company (other than a GMO Affiliated Fund or an Exchange Traded Fund .)

 

· U.S. Government Securities and other Exempted Government Securities .

 

· Money Market Instruments .

 

· Futures on interest rates, futures on currencies, and non-exchange-traded options on currencies and currency futures (including short sales of any of the foregoing). (NOTE: Not all Financial Futures are covered by this exemption.)

 

· Currencies and related forward contracts.

 

· 529 Plans (other than Reportable 529 Plans )

 

Please note that any Reportable Account in which transactions in the foregoing securities are executed remains subject to the Reporting Requirements in Sections 3.1.2 (Initial/Annual Report) and 3.2 (Quarterly Reports).

 

3.4           Additional Exemption From Quarterly Reports .

 

Transactions in the following are exempt from the quarterly transaction reporting requirement in Section 3.2 (but the results of these transactions must still be included in the annual report required by Section 3.1):

 

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· Securities acquired through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, the exercise of rights issued by an issuer to all holders of the same class of Securities , or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities .

 

3.5           Brokerage Confirmations .

 

With respect to each Reportable Account , each Access Person must require the applicable broker, dealer or bank to forward to the Compliance Department copies of confirmations of account transactions. The Compliance Department has forms that can be used for this purpose.

 

3.6           Procedures for Filing Reports .

 

Please refer to the “StarCompliance User Guide” found within StarCompliance for information regarding how to submit the reports and other information required by this Code .

 

3.7           Reporting Violations .

 

Any violations of the Code shall be reported promptly to the CCO .

 

4.             Administration and Enforcement of Code of Ethics

 

4.1           General Principles .

 

The administration of this Code shall be guided by the general principle that, as an investment adviser, all GMO Advisory Entities (and all Access Persons ) are fiduciaries with respect to the assets managed on behalf of various clients. Consequently, GMO holds all Access Persons responsible for:

 

·           Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; and

 

·           Compliance with applicable laws and governmental rules and regulations, including the requirement in Section 206(4) of the Advisers Act that GMO shall not engage in any act, practice, or course of business that is fraudulent, deceptive or manipulative.

 

4.2           Role of COIC; Delegation .

 

The COIC is responsible for overseeing the application of this Code, and has the authority to interpret this Code in the event of any ambiguities. The COIC may also recommend changes to the Code to the board of managing directors of GMO or a designated committee thereof (the “GMO Board”) and may authorize any changes in procedures recommended by the CCO. No member of the COIC or the CCO may review his or her own transactions. The COIC may delegate some or all of its authority to the CCO , whether as explicitly set forth in this Code or by specific resolution of the COIC . The CCO may, in turn, delegate any or all of his or her responsibilities hereunder to members of the Compliance Department ; provided, however, that in the event that the Compliance Department is notified of any violation of this Code, the Compliance Department shall promptly notify the CCO .

 

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The COIC will consider appropriate actions, if any, as described in Section 4.4 of this Code. The COIC may determine to delay the imposition of any sanctions pending review by the GMO Board, the Board of Trustees of GMO Trust and/or the Board of Trustees of GMO Series Trust, as applicable.

 

4.3           CCO Role, Investigations .

 

The CCO shall recommend to the COIC such changes to procedures, if any, as the CCO may determine in his or her reasonable judgment may be necessary or appropriate to enable the detection of violations of this Code. The CCO is hereby delegated the authority to use those procedures and the reports made under this Code to investigate and detect any violations and/or potential violations of the Code . The CCO will report all violations to the COIC and shall also report such potential violations as the CCO may deem appropriate.

 

4.4           Sanctions.

 

If an Access Person (or a member of his or her Immediate Family ) has committed a violation of the Code, the COIC or CCO may take such actions against the Access Person as the COIC or CCO deems appropriate, including a letter of caution or warning, reversal of relevant trade(s) in question, forfeiture of any profit derived thereon, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the SEC , criminal referral, and/or termination of the employment of the violator for cause. All findings and actions taken by the COIC or CCO with respect to violations of this Code will be reported by the CCO to the Trustees of GMO Trust and/or the Trustees of GMO Series Trust (to the extent a violation is applicable to a Trust), and by the COIC to GMO’s Board.

 

The COIC may delegate to the CCO the authority to assess monetary penalties in amounts determined by the COIC from time to time (such delegation shall be limited to monetary penalties in amounts of $10,000 or less).

 

4.5           Administration of Pre-clearance .

 

Requests for pre-clearance will be handled in the first instance by the CCO , who shall operate in accordance with the following:

 

4.5.1.     Blackout Policy . In general, pre-clearance requests to buy or sell a Security (or to sell the Security short) will be denied if the Security (a) was purchased or sold by any GMO Client Account within 3 calendar days prior to the date of the request or (b) in the reasonable judgment of the CCO is being considered for purchase or sale by any GMO Client Account within 7 calendar days after the date of the request. Pre-clearance requests to sell a Security short or to buy or write an option will be denied if the underlying Security is owned by any GMO Client Account . The CCO will consult with appropriate representatives of the Investment Division(s) for purposes of determining whether a Security is being considered for purchase or sale.

 

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4.5.2.     IPOs . Pre-clearance requests to purchase Securities in an IPO will generally be denied by the CCO , subject to the following exceptions: (i) new offerings of a registered open-end investment company or (ii) any initial offering that an Access Person can demonstrate in the pre-clearance process is available and accessible to the general investing public through on-line or other means.

 

4.5.3.     Private Placements . Pre-clearance requests to purchase Securities in a Private Placement will be processed in a manner prescribed from time to time by the CCO . At the date of adoption of this Code of Ethics, those procedures require the Access Person to complete and submit a questionnaire at least 10 calendar days before the date of requested approval.

 

4.6           No Explanation Required for Refusals .

 

The COIC and/or the CCO may refuse to authorize a pre-clearance request for a reason that is confidential. Neither the COIC nor the CCO is required to provide an explanation for refusing to authorize any transaction.

 

4.7           Review of Denied Pre-Clearance Requests .

 

Upon written request by any Access Person , the COIC shall review any request for pre-clearance that is denied by the Compliance Department . The COIC may override a pre-clearance denial if, in its absolute discretion, it believes the proposed activity is not fraudulent or manipulative, and not inconsistent with GMO’s fiduciary standards.

 

5.             MISCELLANEOUS.

 

5.1           Copies of Code; Annual Affirmation.

 

Each Access Person will be provided with a copy of the Code and any amendments to the Code. Each Access Person will be required to acknowledge in writing receipt of the Code and any amendments to the Code.

 

At least once annually, each Access Person must affirm in writing (which may be by electronic means) that the Access Person has received, has read, understands, and has complied with the Code and any amendments thereto.

 

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5.2           Review of Reports .

 

The CCO shall review and maintain each Access Person’s reports filed pursuant to Section 3.

 

5.3           Availability of Reports .

 

All information supplied pursuant to this Code will generally be maintained in a secure and confidential manner, but may, without notice to the relevant Access Person , be made available for inspection by the directors, trustees or equivalent persons of each GMO Entity employing the Access Person , the directors, trustees or senior management of each of GMO Trust, GMO Series Trust or other GMO Client , the COIC , the Compliance Department, the CCO , GMO Trust’s Chief Compliance Officer, GMO Series Trust’s Chief Compliance Officer, the Access Person’s department manager (or designee), any party to which any investigation is referred by any of the foregoing, the SEC , any state securities commission, any attorney or agent of the foregoing, GMO Trust or GMO Series Trust, and any other person as may be approved by the COIC .

 

5.4           Exceptions to the Code .

 

The COIC may in unusual or unforeseen circumstances grant exceptions to the requirements of the Code if the COIC finds that the proposed conduct involves negligible opportunity and/or motive for abuse. All such exceptions must be in writing and must be reported by the CCO to the Board of Trustees of GMO Trust and/or the Board of Trustees of GMO Series Trust, as applicable, at their next regularly scheduled meeting after the exception is granted. Exceptions granted prior to the date of this Code and identified by the CCO as being of continued relevance and validity are grandfathered.

 

5.5           Inquiries Regarding the Code .

 

Access Persons should direct all inquiries regarding this Code (or any other compliance-related matter) to the CCO . However, it is the personal responsibility of every Access Person to understand this Code and to comply with it (and for his or her Immediate Family to understand and comply with it).

 

5.6            Amendments to Code .

 

 The Board of Trustees of GMO Trust and the Board of Trustees of GMO Series Trust, including a majority of the Trustees of each such Board who are not “interested persons” under the 1940 Act, and the board of directors of every GMO Sub-Advised Fund must approve any material amendment to the Code within six months of such change.

 

* * * * * * * * * *

  

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Special Note for Certain Officers of GMO Trust and GMO Series Trust: In addition to the requirements set forth in this Code, the Principal Executive Officer and Principal Financial Officer of each of GMO Trust and GMO Series Trust are also subject to a Code of Ethics for Principal Executive Officer and Principal Financial Officer adopted by the Board of Trustees of each of GMO Trust and GMO Series Trust.

 

Special Note for Independent Trustees : Independent Trustees of each of GMO Trust and GMO Series Trust are subject to separate codes of ethics adopted by the respective Independent Trustees of each such Trust, and are exempt from all requirements under this Code.

 

Adopted by the GMO Board of Directors on September 12, 2013.

To be effective November 1, 2013 or such later date as may be determined by the CCO .

 

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Exhibit A: Definitions

 

Access Person ” means, except as specifically noted otherwise:

 

(1) every employee or on-site consultant of any GMO Advisory Entity ; every partner, member (excluding Class I-A, Special Class I-As, Capital Members, and Founding Members of GMO who are not active in the firm’s day-to-day operations), trustee, director or officer (or other person occupying a similar status or performing similar functions) of GMO Trust, GMO Series Trust or any GMO Advisory Entity ; and every other person who provides investment advice on behalf of a GMO Advisory Entity and that is subject to the supervision and control of a GMO Advisory Entity ;

 

(2) every general partner, member, trustee, director, officer, employee or on-site consultant of GMO Trust, GMO Series Trust or any GMO Advisory Entity (or any company in a control relationship to any GMO Mutual Fund or GMO Advisory Entity ) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a Security by a GMO Mutual Fund , or whose functions relate to the making of any recommendations with respect to such purchases or sales;

 

(3) every natural person in a control relationship to a GMO Mutual Fund or GMO Advisory Entity who obtains information concerning recommendations made to a GMO Mutual Fund with regard to the purchase or sale of Securities by the GMO Mutual Fund ; and

 

(4) such other persons as the Compliance Department shall designate;

 

provided , however , that Independent Trustees are not Access Persons for purposes of this Code and provided further that the Compliance Department may except certain persons who are on-site consultants based on various factors, which may include length of contract, physical location, and computer system access.

 

Beneficial Interest ” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities . An Access Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family . Common examples of Beneficial Interest include joint accounts, spousal accounts (including Non-GMO Employee Compensation Programs ), UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether an Access Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Department . Such questions will be resolved in accordance with, and this definition shall be interpreted in a manner consistent with, the definition of “beneficial owner” set forth in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

 

Client ” means any GMO Client Account .

 

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Closed-End Funds ” means any fund with a fixed number of shares and which does not issue and redeem shares on a continuous basis. While Closed-End Funds are often listed and trade on stock exchanges, they are not “ Exchange Traded Funds ” as defined below.

 

Compliance Department ” means the Compliance Department of Grantham, Mayo, Van Otterloo & Co. LLC. Communications required under this Code to be directed to the Compliance Department should in the first instance be directed to the CCO .

 

CCO ” means the Chief Compliance Officer of Grantham, Mayo, Van Otterloo & Co. LLC (currently, John McGinty).

 

COIC ” means the GMO Conflicts of Interest Committee.

 

Discretionary Account ” is an account that satisfies all of the following criteria: (1) the Access Person has no authority to make investment decisions with respect to the assets in the account and (2) the Access Person has arranged for quarterly certification from the third party manager stating that the relevant owner ( Access Person or Immediate Family Member ) has not influenced the discretionary manager’s decisions during the period in question and (3) the account is confirmed in advance by the Compliance Department to be a Discretionary Account .

 

Exchange Traded Funds ” are registered open-end investment companies, unit investment trusts or depository receipts that trade on a national securities exchange and that hold portfolios of Securities that closely track the performance and dividend yield of specific indexes, either broad market, sector or international. Examples of ETFs include iShares, NASDAQ 100 Index Shares (QQQQ), HOLDRs Trusts, and S&P Depository Receipts (SPY). For avoidance of doubt, Exchange Traded Funds do not include Closed-End Funds, even if the Closed-End Funds are traded on a national securities exchange.

 

Exempted Government Securities ” means direct obligations of the governments of the United States, New Zealand, Australia, Netherlands, and the United Kingdom .

 

Federal Securities Laws means the Securities Act of 1933, Securities Act of 1934, Sarbanes-Oxley Act of 2002, 1940 Act, Investment Advisers Act of 1940, Title V of Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

 

" Financial Futures " means futures contracts on any of the following: (i) indexes of stocks, bonds or currencies (but excluding single stock futures); (ii) interest rates; (iii) currencies; or (iv) commodities.

 

GMO Advisory Entity ” means Grantham, Mayo, Van Otterloo & Co. LLC, GMO Australasia LLC, GMO Australia Ltd., GMO Netherlands (a branch office of GMO U.K. Ltd.), GMO Singapore PTE Ltd., GMO Switzerland GMBH, GMO U.K. Limited, GMO Renewable Resources, LLC, GMO Renewable Resources (in New Zealand), or GMO Renewable Resources Uruguay, SRL.

 

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GMO Affiliated Fund ” means any GMO Mutual Fund or GMO Sub-Advised Fund or Wells Fargo Advantage Asset Allocation Fund.

 

GMO Client Account ” means any investments managed for a client by a GMO Advisory Entity , including GMO Affiliated Funds , private investment accounts, ERISA pools and unregistered pooled investment vehicles.

 

GMO Entity ” means GMO Trust , GMO Series Trust and each GMO Advisory Entity .

 

GMO Long-Term Fund ” means a GMO Affiliated Fund that seeks to limit frequent trading of its shares, as disclosed in its prospectus as amended from time to time. As of December 16, 2009, the GMO Long-Term Funds are all GMO Affiliated Funds other than the following:

 

§ GMO Asset Allocation Bond Fund
§ GMO Asset Allocation International Bond Fund
§ GMO Debt Opportunities Fund
§ GMO Domestic Bond Fund
§ GMO Flexible Equities Fund
§ GMO High Quality Short-Duration Bond Fund
§ GMO Short-Duration Collateral Fund
§ GMO Short-Duration Collateral Share Fund
§ GMO Short-Duration Investment Fund
§ GMO Special Situations Fund
§ GMO U.S. Treasury Fund
§ GMO World Opportunity Overlay Fund
§ GMO World Opportunity Overlay Share Fund

 

GMO Mutual Fund ” means any series of GMO Trust and any series of GMO Series Trust.

 

GMO Sub-Advised Fund ” means a registered investment company for which a GMO Advisory Entity serves as a sub-adviser.

 

Immediate Family ” of an Access Person means any spouse, domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of an Access Person who resides in the same household. Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Compliance Department determines could lead to the possible conflicts of interest or appearances of impropriety which this Code is intended to prevent. The Compliance Department may from time to time circulate such expanded definitions of this term as it deems appropriate.

 

Independent Trustee ” means: (i) any trustee of GMO Trust who is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of GMO Trust; and (ii) any trustee of GMO Series Trust who is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of GMO Series Trust.

 

Investment Division ” means any of the following functional investment divisions of GMO: International Active, Emerging Markets, Global Equities, Fixed Income, Renewable Resources, Asset Allocation, Systematic Global Macro and any other discrete investment division dedicated to a discrete asset class and/or style of investing.

 

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IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Money Market Instruments ” means money market instruments (as defined by Rule 2a-7 of the Investment Company Act of 1940, as amended) or their equivalents, including bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

 

Mutual Funds ” means open-end investment companies registered under the Investment Company Act of 1940, as amended (and does not include closed-end investment companies).

 

Non-Access Director ” means any person who is a director of GMO who (1) is not an officer or employee of a GMO Entity ; (2) has been designated as a Non-Access Director by the CCO (or a designee); (3) is subject to any requirements of GMO’s “Procedures Regarding Certain Outside Directors”; and (4) meets each of the following conditions:

 

(1) he or she does not have access to nonpublic information regarding any Client ’s purchase or sale of securities (other than shares of GMO Affiliated Funds ), or nonpublic information regarding the portfolio holdings of any GMO Affiliated Fund ;

 

(2) he or she is not involved in making securities recommendations to Clients , and does not have access to such recommendations that are nonpublic; and

 

(3) he or she, in connection with his or her regular functions or duties, does not make, participate in, or obtain information regarding the purchase or sale of a Security by a GMO Affiliated Fund , and his or her functions do not relate to the making of any recommendations with respect to such purchases or sales.

 

A list of Non-Access Directors may be found on Appendix A of the Procedures Regarding Certain Outside Directors.

 

Non-GMO Employee Compensation Program ” means a compensation program offered through the employer of an Access Person or their Immediate Family member.

 

Private Placement ” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) of such Act or pursuant to Rule 504, Rule 505 or Rule 506 under such Act.

 

Reportable 529 Plan means any 529 Plan for which GMO (or a control affiliate) manages the investments or strategies underlying the 529 Plan or for which GMO (or a control affiliate) manages, distributes, markets or underwrites the 529 Plan. While not an exclusive list and while Access Persons are ultimately responsible for determining whether a 529 Plan is a Reportable 529 Plan , Appendix A-2 to this Code includes a list of Reportable 529 Plans as of the date of this Code.

 

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Reportable Account ” means, with respect to any Access Person , an account with a broker, dealer or bank in which the Access Person has a Beneficial Interest and in which any Securities are held.

 

" Restricted Exchange Traded Fund " means any Exchange Traded Fund determined by the CCO , in consultation with GMO's trading desks, to: (i) be likely to be used by a trading desk; and (ii) possess attributes (e.g., limited liquidity or limited number of underlying securities) suggesting that contemporaneous trading by Access Persons could result in a benefit to an Access Person or a detriment to any GMO client. A complete list of Restricted Exchange Traded Funds is set forth in Appendix A-1 to this Code.

 

SEC ” means the Securities and Exchange Commission.

 

Security ” means any security (as defined in Section 2(a)(36) of the 1940 Act) as well as any derivative instrument (including swaps), financial commodity or other investment instrument that is traded in any public or private market. The definition in the 1940 Act is very broad and includes notes, bonds, debentures, participations in any profit sharing agreement, collateral-trust certificates, investment contracts, undivided interests in oil, gas or other mineral rights, any put, call, straddle, option or privilege on any security or on any group or index of securities, any put, call, straddle, option, or privilege entered into on a national securities exchange relating to a foreign currency “or, in general, any interest or instrument commonly known as a security.”

 

Securities Transaction ” means a transaction (including both purchases and sales) in a Security in which the Access Person or a member of his or her Immediate Family has or acquires a Beneficial Interest . For avoidance of doubt, a donation of Securities to a charity is considered a Securities Transaction . In addition, certain investments may involve multiple Securities Transactions for purposes of this Code (e.g., purchase of option, followed by exercise of option).

 

StarCompliance ” means a web-based, automated, fully managed personal trading solution, accessible from GMO computer terminals via http://starcompliance.

 

" Unrestricted Exchange Traded Fund " means any Exchange Traded Fund not designated as a Restricted Exchange Traded Fund .

 

U.S. Government Securities ” means direct obligations of the Government of the United States.

 

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Appendix A-1

 

This Appendix A-1 is maintained in the GMO automated personal trading solution. Please consult StarCompliance for the most current list of Restricted Exchange Traded Funds.

 

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Appendix A-2

 

This Appendix A-2 is maintained in the GMO automated personal trading solution. Please consult StarCompliance for the most current list of Reportable 529 Plans.

 

22
 

 

GMO U.K. Limited Code of Ethics Supplement
(Last Amended November 1, 2013)

 

In order to comply with the FSA’s personal account dealing rules and to allow for certain UK specific investment practices, this supplement (the “UK Supplement”) has been issued to all GMO UK staff as a supplement to the GMO Code of Ethics (“Code”). In the event of a conflict between the Code and the UK Supplement, the UK Supplement shall govern.

 

1. Application of the Code to Covered Accounts

 

The Code and the UK Supplement apply to all GMO UK employees, on-site consultants and “Covered Accounts”. A “Covered Account” includes the employee’s spouse and minor children and any person to whom the employee, in his or her personal capacity, gives share recommendations including, a relative, co-habitee, business partner or friend. GMO presumes that an employee exercises control or influence over a spouse’s or minor child’s personal account transactions and therefore any such transactions must comply with the Code. All transactions by a Covered Account must be reported by the employee concerned.

 

2. Special Rules for Certain Investments and Investment Practices

 

- UK Gilts : Transactions in UK Gilts are not subject to pre-clearance but must be reported quarterly.

 

- PEP’s and ISA’s : Any proposed transaction for a PEP or ISA account must be pre-cleared unless an available exemption exists.

 

- De Minimis Purchases and Sales of FTSE 100 stocks : Employees may purchase or sell up to a maximum of £15,000 of any FTSE 100 stock once, within a three business day period without obtaining pre-clearance. All such transactions are subject to quarterly reporting.

 

- Investment Trusts : Purchases and sales of investment trusts which hold predominantly UK equities are not subject to pre-clearance but are subject to quarterly reporting. Pre-clearance will be required for transactions in investment trusts holding non-UK stocks as such trusts may be purchased for client accounts from time to time.

 

- Contracts for Differences (CFDs) and Spread Bets : CFDs and spread bets are not subject to the short-term trading prohibition set forth in Section 1.4 of the Code, PROVIDED that the security underlying the CFD or spread bet would itself be exempted from the prohibition.

 

3.            Exemptions for Unit Trusts, etc.     The prohibitions in Section 1 of the Code and the pre-clearance requirements in Section 2 of the Code do not extend to any transaction by you in an authorised unit trust, a regulated collective investment scheme or a life assurance policy (including a pension).

 

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4. Counseling and procuring

 

If the Code precludes you from entering into any transaction, you cannot:

 

(a) advise or cause any other person to enter into such a transaction; or
(b) communicate any information or opinion to any other person,

 

if you know, or have reason to believe, that the other person will as a result enter into such a transaction or cause or advise someone else to do so.

 

This does not apply to actions that you take in the course of your employment with us. For example, the fact that you are yourself prohibited from dealing in a certain stock as a result of one of the provisions above does not necessarily mean that you are precluded from dealing for the client’s account, subject to the insider dealing legislation summarised in 8 below.

 

5. Summary of insider dealing legislation

 

The UK insider dealing provisions contained in part V of the Criminal Justice Act 1993 (the “Act”) are complex, and if you would like fuller details or are in any doubt whether a particular transaction would be prohibited, you should consult the Compliance Department .

 

The Act applies to all securities traded on a regulated market (which currently includes all EC stock exchanges, LIFFE, OMLX and NASDAQ) and to warrants and derivatives (including index options and futures) relating to these securities even if these warrants and derivatives are only “over the counter” or otherwise not publicly traded.

 

In broad terms, and subject to the exemptions provided by the Act, the Act makes it a criminal offence, with a maximum penalty of seven years imprisonment and an unlimited fine, for an individual who has non-public information to deal in price-affected securities (including warrants or derivatives relating to them) on a regulated market; or deal with or through a professional intermediary; or by acting himself as a professional intermediary. Securities are “price-affected” if the inside information, if made public, would be likely to have a significant effect on the price of the securities. This applies to all companies’ securities affected by the information, whether directly or indirectly (for example, competitors of a company about to bring out a new product).

 

The Act applies whether you deal as part of your employment or on your own account. It also applies to information which you obtain directly or indirectly from an insider whether or not in the course of your employment (for example, by social contacts).

 

(1) If you are precluded from dealing, normally you are also prohibited from dealing on behalf of the firm or a client (except perhaps on an unsolicited basis);

 

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(2) Procuring or encouraging another person to deal in the price-affected securities (whether or not the other person knows they are price affected); and

 

(3) Passing the inside information to another person other than in the proper performance of your employment.

 

It is possible for a transaction which involves insider dealing to constitute an offence otherwise than under the insider dealing provisions of the Criminal Justice Act. In particular, under section 118 of the Financial Services and Markets Act 2000 a person who “dishonestly conceals any material facts” is guilty of an offence if he does so for the purpose of inducing, or is reckless as to whether it may induce, another person (whether or not the person from whom the facts are concealed) to buy or sell an investment, or to refrain from buying or selling and investment. This offence could well be committed by a person who conceals price sensitive information from a counterparty to induce him to deal, if the concealment is dishonest.

 

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GMO Australia Limited Code of Ethics Supplement

(Last Amended October 1, 2010)

 

The following policies and procedures are in addition to, and where relevant supersede the policies and procedures detailed in the GMO Code of Ethics (the “Code”).

 

Authorisation

 

Authorisation must be sought by all staff members prior to trading via the StarCompliance system.

 

Exemption from Authorisation Requirement

 

Authorisation for purchasing securities in an unrestricted public offer is not required.

 

GMOA Trading

 

Securities that are held in the GMOA trusts or individually managed portfolios:

 

may not be traded by staff during the 3 working days before and after re-balancing* by GMOA.

 

and are not being traded as part of the re-balancing* by GMOA may be traded during this 6 working day period subject to pre-authorisation.

 

Staff may trade securities at any other time subject to the pre-authorisation.

 

*Re-balancing includes normal monthly trading and any other trading as a result of cash flows.

 

Special Rules for Certain Investments

 

Australian Registered Managed Investment Schemes and Superannuation Funds: Australian Registered Managed Investment Schemes are publicly offered pooled investment products registered and regulated by the Australian Securities and Investment Commission (“ASIC”). Superannuation Funds are pooled superannuation investment products registered and regulated by the Australian Prudential Regulation authority (“APRA”). Purchases and Sales of these publicly offered products are not subject to pre-clearance or reporting requirements under the Code.

 

Exception for those Australian Registered Managed Investment Schemes and Superannuation Funds sub-advised or managed by GMOA: Purchases and sales of these schemes are not subject to pre-clearance but are subject to the reporting requirement of the Code. As of February 2, 2010, such schemes include but are not limited to:

 

· BT Investments – Australia Value Shares Value 1 and Multi-Manager Options
· Colonial First State – First Choice Investment Options (Australian Small Companies Option)
· ipac investment management limited: Diversified Investment Strategies

 

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· International Share Strategy No.’s 3 & 4
· Diversified Investment Strategies – Australia Share Stategy No 1

 

Exception for other types of pooled investments sub-advised or managed by GMOA: Purchases and sales of these schemes are not subject to pre-clearance but are subject to the reporting requirement of the Code. As of February 2, 2010, such schemes include but are not limited to:

 

· Partners Group Alternative Strategies PCC Limited – Red Epsilon Cell: An open-ended protected cell investment company established under the laws of Guernsey.
· Global Funds Trust Company - GMO Global Tactical Fund F: a unit trust esablished under the laws of the Cayman Islands.

 

The above list may change regularly. It is best in all circumstances to confer with Legal & Compliance Asia-Pacific prior to making any investments in order to ensure the above list is current.

 

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GMO Renewable Resources (in New Zealand) Code of Ethics Supplement

(Last Amended September 8, 2009)

 

The following policies and procedures are in addition to, and where relevant supersede the policies and procedures detailed in the GMO Code of Ethics (the “Code”).

 

De Minimis Purchases and Sales of Certain Securities of Issuers in the NZSX 50 Index

 

Purchases or sales by Access Persons of less than NZ$40,000 of common stock, depository receipts, or preferred stock of issuers who are not timber or timber-related and are listed in the New Zealand Stock Exchange Top 50 Companies (NZSX 50 Index) as of the date of such purchases or sales are not subject to pre-clearance requirement. This exemption from pre-clearance may be utilized once per security within multiple accounts during a pre-clearance period so long as the total across all accounts is less than NZ$40,000;

 

The NZSX 50 index contains the top fifty securities ranked by tradable equity quoted on the New Zealand Stock Exchange.

 

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GMO Non-Access Directors Code of Ethics Supplement

 

Non-Access Directors of GMO are exempt from all requirements under the GMO Code except for the following:

 

Non-Access Directors are subject to the Code’s restrictions relating to Inside Information (see Section 1.5) and Market Manipulation (see Section 1.6);

 

Non-Access Directors are subject to any personal trading restrictions and periodic reporting requirements set forth in GMO’s “Procedures for Certain Outside Directors,” as may be in effect from time to time; and

 

Non-Access Directors are subject to the GMO Gift Policy (which is set forth in a separate stand-alone policy), except that Non-Access Directors shall not be restricted from receiving, nor required to report, gifts received from current or former clients or business associates, notwithstanding that such persons may also be clients or prospective clients of GMO.

 

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Exhibit (p)(8)

 

Invesco Advisers, Inc.

 

CODE OF ETHICS

January 1, 2014

Code of Ethics

  

1
 

 

TABLE OF CONTENTS

  

Section   Item   Page
         
I.   Introduction   3
         
II.   Statement of Fiduciary Principles   3
         
III.   Compliance with Laws, Rules and Regulations; Reporting of Violations   4
         
IV.   Limits on Personal Investing   4
    A. Personal Investing   4
      1 Pre-clearance of Personal Securities Transactions   4
        · Blackout Period   5
        · Investment Personnel   5
        · De Minimis Exemptions   6
      2 Prohibition of Short-Term Trading Profits   6
      3 Initial Public Offerings   7
      4 Prohibition of Short Sales by Investment Personnel   7
      5 Restricted List Securities   7
      6 Other Criteria  Considered in Pre-clearance    
      7 Brokerage Accounts   7
      8 Reporting Requirements   8
        a. Initial Holdings Reports   8
        b. Quarterly Transactions Reports   8
        c. Annual Holdings Reports   9
        d. Discretionary Managed Accounts   9
        e. Certification of Compliance   10
      9 Private Securities Transactions   10
      10 Limited Investment Opportunity   10
      11 Excessive Short-Term Trading in Funds   10
             
    B. Invesco Ltd. Securities   10
    C. Limitations on Other Personal Activities   11
      1 Outside Business Activities   11
      2 Gifts and Entertainment Policy   11
        · Entertainment   11
        · Gifts   11
      3 U.S. Department of Labor Reporting   12
    D. Parallel Investing Permitted   13
         
V.   Reporting of Potential Compliance Issues   13
         
VI.   Administration of the Code   13
         
VII.   Sanctions   13
         
VIII.   Exceptions to the Code   14
         
IX.   Definitions   14
         
X.   Invesco Ltd.  Policies and Procedures   16
         
X1.   Code of Ethics Contacts   17

 

Code of Ethics

 

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Invesco Advisers, Inc.

Code Of Ethics

 

( Originally adopted February 29, 2008; Amended effective January 1, 2014)

 

I.        Introduction

 

Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.

 

This Code of Ethics (“the Code”) applies to Invesco Advisers, Inc., Invesco Advisers, Inc’s. affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.), all Invesco Affiliated Mutual Funds, and all Covered Persons. Covered Persons include:

 

· any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.;

 

· all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.; and

 

· any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be deemed to be Covered Persons by Compliance.

 

Invesco has created a separate Code of Ethics for Trustees of the funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco, must report their securities holdings, transactions, and accounts as required in section 8 of this Code by providing duplicate statements for all Covered Accounts.

 

II.          Statement of Fiduciary Principles

 

The following fiduciary principles govern Covered Persons.

 

· the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and

 

  Code of Ethics

 

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· all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual’s position of trust and responsibility.

 

· This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.

 

III.      Compliance with Laws, Rules and Regulations; Reporting of Violations

 

All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.’s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section V of this Code under “Reporting of Potential Compliance Issues.”

 

IV.      Limits on Personal Investing

 

A. Personal Investing

 

1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance using the automated review system all personal security transactions involving Covered Securities for which they have a Beneficial Interest. A Covered Person may be considered to have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.

 

Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.

 

Covered Securities include, but are not limited to, all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities. Although Affiliated Mutual Funds are considered Covered Securities, those that are held by Employees at the Affiliated Mutual Funds’ transfer agent or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the Personal Choice Retirement Account (PCRA)) do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process. All closed-end funds and ETFs, Invesco branded or otherwise, are Covered Securities.

 

All transactions in Invesco Ltd. securities, including the Invesco Ltd. stock fund held in the Invesco 401(k) and Money Purchase plan, must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employer’s company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.

 

Code of Ethics

 

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Affiliated Mutual Funds that are held in external brokerage accounts or in the PCRA must be pre-cleared through the automated review system.

 

Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities (Please refer to the “Definitions” section of this Code for more information on the term, Covered Security.)

 

If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.

 

Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.

 

Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:

 

Blackout Period . Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.

 

· Non-Investment Personnel.

 

· may not buy or sell a Covered Security within two trading days before or after a Client trades in that security.

 

· may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.

 

· Investment Personnel .

 

· may not buy or sell a Covered Security within three trading days before or after a Client trades in that security.

 

· may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.

 

Code of Ethics

 

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De Minimis Exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person’s proposed personal securities transaction:

 

o Equity de minimis exemptions .

 

· If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index.

 

· If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day.

 

o Fixed income de minimis exemption . If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period.

 

The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.

 

Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:

 

· A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent.

 

· Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations.

 

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2.     Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.’s choice and a letter of education may be issued to the Covered Person.

 

3.     Initial Public Offerings . Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Person’s business unit.

 

4.     Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.

 

5.     Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.

 

6.      Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.

 

7. Brokerage Accounts .

 

a. Covered Persons may only maintain brokerage accounts with:

 

· full service broker-dealers,

 

· discount broker-dealers. discount broker-dealer accounts are accounts in which all trading is completed online. These accounts must be held with firms that provide electronic feeds of confirmations directly to Compliance,

 

· Invesco Advisers, Inc’s. -affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.)

 

b. Brokerage account requirements for Affiliated Mutual Funds. Covered Persons may own shares of Affiliated Mutual Funds that are held at a broker-dealer that is not affiliated with Invesco Advisers, Inc. only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.’s Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to Compliance on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated Mutual Funds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.

 

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c. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of his or her brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code.

 

d. Firms that provide electronic feeds to Invesco’s Compliance Department:

 

Please refer to the following link in the Invesco’s intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc.:

 

http://sharepoint/sites/Compliance-COE-

NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf

 

8. Reporting Requirements .

 

a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):

 

· A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Interest. A Covered Person may have a Beneficial Interest in securities held by members of their immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.

 

· The security identifier (CUSIP, symbol, etc.);

 

· The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and

 

· The date that the report is submitted by the Covered Person

 

b. Quarterly Transactions Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:

 

· The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;

 

· The nature of the transaction (buy, sell, etc.);

 

· The security identifier (CUSIP, symbol, etc.);

 

· The price of the Covered Security at which the transaction was executed;

 

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· The name of the broker-dealer or bank executing the transaction; and

 

· The date that the report is submitted to Compliance.

 

All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k), Invesco Money Purchase Plan (MPP), or accounts held directly with Invesco in the quarterly transaction report.

 

Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:

 

· The date the account was established;

 

· The name of the broker-dealer or bank; and

 

· The date that the report is submitted to Compliance.

 

Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.

 

c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:

 

· The security name and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest;

 

· The security identifier for each Covered Security (CUSIP, symbol, etc.);

 

· The name of the broker-dealer or bank with or through which the security is held; and

 

· The date that the report is submitted by the Covered Person to Compliance.

 

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d. Discretionary Managed Accounts. In order to establish a discretionary managed account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.

 

e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by Invesco Advisers, Inc. and the relevant fund boards. All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.

 

9.     Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer of the Investment Personnel’s business unit when they are involved in a Client’s subsequent consideration of an investment in the same issuer. The business unit’s decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.

 

10.     Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a Limited Investment Opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance.

 

11.      Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.

 

B. Invesco Ltd. Securities

 

1.    No Employee may effect short sales of Invesco Ltd. securities.

 

2.    No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltd’s securities, on an exchange or any other organized market.

 

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3.    For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to “black-out” periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.

 

4.    Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IV.A.8 of this Code.

 

C.     Limitations on Other Personal Activities

 

1.      Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.’s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.

 

2.     Gift and Entertainment Policy . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.

 

Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.

 

An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.

 

o Entertainment . Employees must report Entertainment to Compliance within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with a Business Partner of Invesco Advisers, Inc. in attendance.

 

Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance.

 

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Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.

 

Gifts . Employees are prohibited from accepting or giving the following: single Gifts valued in excess of $100 in any calendar year; or Gifts from one person or firm valued in excess of $100 in the aggregate during a calendar year period.

 

Reporting Requirements for Gifts and Entertainment:

 

o Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event.

 

o Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employee’s business unit. An Employee should contact their manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner.

 

3.     U.S. Department of Labor Reporting: Under current U.S. Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as “union officials”). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.’s Employees to a union or union official is considered a payment reportable to the DOL.

 

Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.’s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.’s policy to require that ALL gifts or entertainment furnished by an Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Department’s expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.

 

Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.

 

If you have any question whether a payment to a union or union official is reportable, please contact Compliance. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.

 

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D.    Parallel Investing Permitted

 

Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.

 

V.       Reporting of Potential Compliance Issues

 

Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco Advisers, Inc.’s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.

 

In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Hotline, 1-855-234-9780 which is available to employees of multiple operating units of Invesco Ltd. Employees may also report their concerns by visiting the Invesco Compliance Reporting Hotline website at: www.invesco.ethicspoint.com To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Compliance Reporting Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.

 

VI.      Administration of the Code of Ethics

 

Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.

 

No less frequently than annually, Invesco Advisers, Inc. will furnish to the funds’ board a written report that:

 

· describes significant issues arising under the Code since the last report to the funds’ board, including information about material violations of the Code and sanctions imposed in response to material violations; and

 

· certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code.

 

VII.   Sanctions

 

Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.

 

Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.

 

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VIII. Exceptions to the Code

 

Invesco Advisers, Inc.’s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.

 

IX. Definitions

 

· “Affiliated Mutual Funds” generally includes all mutual funds advised or sub-advised by Invesco Advisers, Inc.

 

· “Automatic Investment Plan” means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans.

 

· “Beneficial Interest” has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (“the ’34 Act”). To have a beneficial interest, Covered Persons must have a “direct or indirect pecuniary interest,” which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.

 

· “Client” means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds.

 

· “Control” has the same meaning as under Section 2(a)(9) of the Investment Company Act.

 

· “Covered Person” means and includes:

 

o any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
o all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
o any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be so deemed to be Covered Persons by Compliance.

 

Invesco has created a separate Code of Ethics for Trustees of the funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco, must report their securities holdings, transactions, and accounts as required in section 8 of this Code by providing duplicate statements for all Covered Accounts.

 

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· “Covered Security” means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following (Please note: exchange traded funds (ETFs) are considered Covered Securities):

 

o Direct obligations of the Government of the United States or its agencies;

 

o Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

 

o Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.;

 

o Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc.; and

 

o Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.’s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd.

 

· “Employee” means and includes:

 

o Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.

 

o All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.

 

o Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance.

 

· “Gifts”, “Entertainment” and “Business Partner” have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy.

 

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· “Independent Trustee” means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act.

 

· “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the ’34 Act.

 

· “Invesco Advisers, Inc.’s -affiliated Broker-dealer” means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors.

 

· “Investment Personnel” means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1.

 

· “Non-Investment Personnel” means any Employee that does not meet the definition of Investment Personnel as listed above.

 

· “Private Securities Transaction” means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.

 

· “Restricted List Securities” means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit).

 

· “Trustee” means any member of the Board of Trustees for an open-end or closed-end mutual fund advised or sub-advised by Invesco Advisers, Inc..

 

X.     Invesco Ltd. Policies and Procedures

 

All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Policy Concerning Political Contributions and Charitable Donations, and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.

 

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XI.     Code Of Ethics Contacts  

 

· Telephone Hotline: 1-877-331-CODE [2633]

 

· E-Mail: CodeofEthics(North America)@invesco.com

 

Last Revised: January 1, 2014

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Exhibit (p)(9)

 

JENNISON ASSOCIATES LLC

 

CODE OF ETHICS,

 

POLICY ON INSIDER TRADING

 

AND

 

PERSONAL TRADING POLICY

 

As Amended October 31, 2013

 

 
 

  

Table of Contents

 

Section I: Code of Ethics  
         
  1. Standards of Professional Conduct Policy Statement 1
  2. Confidential Information 3
    A. Personal Use 3
    B. Release of Client Information 3
         
  3. Conflicts of Interest 4
    A-G.   How to avoid potential conflicts of interest 4
         
  4. Other business Activities 5
    A. Issues regarding the retention of suppliers 5
    B. Gifts 5
    C. Improper payments 6
    D. Books, Records and Accounts 6
    E. Laws and regulations 6
    F. Outside activities & political affiliations 7
         
  5. Compliance With The Code & Consequences If Violation Occurs 7
  6. Disclosure Requirements 8
         
Section II: Insider Trading  
         
  1. Jennison Associates’ Policy Statement Against Insider Trading 9
  2. Explanation of relevant terms and concepts 10
    A. Who is an insider 10
    B. What is material information 10
    C. What is non-public Information 11
    D. Misappropriation Theory 11
    E. Who is a controlling person 11
    F. How is non-public information monitored 11
  3. Penalties for insider trading violations 12
    A-G Types of penalties 12
         
Section III: Implementation Procedures & Policy  
         
  1. Identifying inside Information 13
    A. is the information material 13
    B. Is the information non-public 13
  2. Restricting Access to material non-public information 14
  3. Allocation of brokerage 14
  4. Resolving issues concerning insider trading 14

 

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Section IV: Jennison Associates Personal Trading Policy  
1. General policy and procedures     16
2. Personal transaction reporting requirements     17
  A. Jennison employees     18
    1. Initial holding reports   18
    2. Quarterly reports   18
    3. Annual Holdings Reports   20
  B. Other persons defined by Jennison as access persons   20
3. Pre-clearance procedures 21
4. Personal trading policy 21
      A.  Blackout Periods   22
      B. Short-term trading    23
      C-K Other Rules   24
      L. Designation Persons: Requirements for transactions in securities issued by Prudential   26
      M. Jennison employee participation in separately managed accounts (sma)   26
      N. Exceptions to the personal trading policy   27
5. Monitoring/Administration 27
6. Penalties for violations of Jennison’s personal trading policies 28
7. Type of violation 28
  A. Penalties for failure to secure pre-approval     28
      1. Failure to pre-clear purchase 28
      2. failure to pre-clear sales that result  in long-term capital gains 28
      3. failure to pre-clear sales that result in short-term capital gains 29
      4. Additional cash penalties 29
  B. Failure to comply with reporting requirements     30
  C. Penalty for violation of short-term trading      30
  D. Other policy infringements  dealt with on a case-by-case basis     31
  E. Disgorged profits     31
8. Miscellaneous     31
  A. Policies and procedures revisions     31
  B. Compliance     31
9. Exhibits   32
  A. Compliance and reporting of Personal transactions matrix     32
  B. Broad-based Indices and Commodities     34
  C. Other persons defined by jennison as access persons     35
  D. Covered funds     36

 

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Section I

 

CODE OF ETHICS

 

FOR

 

JENNISON ASSOCIATES LLC

 

This Code of Ethics (“Code”), as well as Section II, III and IV that follow, sets forth rules, regulations and standards of professional conduct for the employees of Jennison Associates LLC (hereinafter referred to as “Jennison or the Company”). Jennison expects that all employees will adhere to this code without exception.

 

The Code incorporates aspects of ethics policies of Prudential Financial Inc. (“Prudential”), as well as additional policies specific to Jennison Associates LLC. Although not part of this Code, all Jennison employees are also subject to Prudential’s “Making the Right Choices” and “Statement of Policy Restricting Communication and the Use of Issuer-Related Information by Prudential Investment Associates’ (“Information Barrier Policy”) policies and procedures. These policies can also be found by clicking on Jennison’s Compliance intranet website ( http://buzz/jennonline/DesktopDefault.aspx ).

 

1. STANDARDS OF PROFESSIONAL CONDUCT POLICY STATEMENT

 

It is Jennison’s policy that its employees must adhere to the highest ethical standards when discharging their investment advisory duties to our clients or in conducting general business activity on behalf of Jennison in every possible capacity, such as investment management, administrative, dealings with vendors, confidentiality of information, financial matters of every kind, etc. Jennison, operating in its capacity as a federally registered investment adviser, has a fiduciary responsibility to render professional, continuous, and unbiased investment advice to its clients. Furthermore, ERISA and the federal securities laws define an investment advisor as a fiduciary who owes their clients a duty of undivided loyalty, who shall not engage in any activity in conflict with the interests of the client. As a fiduciary, our personal and corporate ethics must be above reproach. Actions, which expose any of us or the organization to even the appearance of an impropriety, must not occur. Fiduciaries owe their clients a duty of honesty, good faith, and fair dealing when discharging their investment management responsibilities. It is a fundamental principle of this firm to ensure that the interests of our clients come before those of Jennison or any of its employees. Therefore, as an employee of Jennison, we expect you to uphold these standards of professional conduct by not taking inappropriate advantage of your position, such as using information obtained as a Jennison employee to benefit yourself or anyone else in any way. It is particularly important to adhere to these standards when engaging in personal securities transactions and maintaining the confidentiality of information concerning the identity of security holdings and the financial circumstances of our clients. Any investment advice provided must be unbiased, independent and confidential. It is extremely important to not violate the trust that Jennison and its clients have placed in its employees.

 

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The prescribed guidelines and principles, as set forth in the policies that follow, are designed to reasonably assure that these high ethical standards long maintained by Jennison continue to be applied and to protect Jennison’s clients by deterring misconduct by its employees. The rules prohibit certain activities and personal financial interests as well as require disclosure of personal investments and related business activities of all supervised persons, includes directors, officers and employees, and others who provide advice to and are subject to the supervision and control of Jennison. The procedures that follow will assist in reasonably ensuring that our clients are protected from employee misconduct and that our employees do not violate federal securities laws. All employees of Jennison are expected to follow these procedures so as to ensure that these ethical standards, as set forth herein, are maintained and followed without exception. These guidelines and procedures are intended to maintain the excellent name of our firm, which is a direct reflection of the conduct of each of us in everything we do.

 

Jennison's continued success depends on each one of us meeting our obligation to perform in an ethical manner and to use good judgment at all times. All employees have an obligation and a responsibility to conduct business in a manner that maintains the trust and respect of fellow Jennison employees, our customers, shareholders, business colleagues, and the general public. You are required to bring any knowledge of possible or actual unethical conduct to the attention of management. Confidentiality will be protected insofar as possible, with the assurance that there will be no adverse consequences as a result of reporting any unethical or questionable behavior. If you have any knowledge of or suspect anyone is about to engage in unethical business activity that either violates any of the rules set forth herein, or simply appears improper, please provide such information to either the Chief Compliance Officer or senior management through the Jennison Financial Reporting Concern Mailbox located on the Risk Management webpage. Emails sent in this manner anonymously. The default setting is set to display your email address, so if you prefer the email to be anonymous, please be sure to check the appropriate box. If you choose not to report your concerns anonymously, you should be aware that Jennison has strict policies prohibiting retaliation against employees who report ethical concerns.

 

Jennison employees should use this Code, as well as the accompanying policies and procedures that follow, as an educational guide that will be complemented by Jennison’s training protocol.

 

Each Jennison employee has the responsibility to be fully aware of and strictly adhere to the Code of Ethics and the accompanying policies that support the Code. It should be noted that because ethics is not a science, there may be gray areas that are not covered by laws or regulations. Jennison and its employees will nevertheless be held accountable to such standards. Individuals are expected to seek assistance for help in making the right decision.

 

If you have any questions as to your obligation as a Jennison employee under either the Code or any of the policies that follow, please contact the Compliance Department.

 

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2. CONFIDENTIAL INFORMATION

 

Employees may become privy to confidential information (information not generally available to the public) concerning the affairs and business transactions of Jennison, companies researched by us for investment, our present and prospective clients, client portfolio transactions (executed, pending or contemplated) and holdings, suppliers, officers and other staff members. Confidential information also includes trade secrets and other proprietary information of the Company such as business or product plans, systems, methods, software, manuals and client lists. Safeguarding confidential information is essential to the conduct of our business. Caution and discretion are required in the use of such information and in sharing it only with those who have a legitimate need to know (including other employees of Jennison and clients).

 

A) Personal Use :

 

Confidential information obtained or developed as a result of employment with the Company is not to be used or disclosed for the purpose of furthering any private interest or as a means of making any personal gain. Unauthorized or disclosure of such information (other than as described above) could result in civil or criminal penalties against the Company or the individual responsible for disclosing such information.

 

Further guidelines pertaining to confidential information are contained in the “Policy Statement on Insider Trading” (Set forth in Section II dedicated specifically to Insider Trading).

 

B) Release of Client Information :

 

All requests for information concerning a client (other than routine inquiries), including requests pursuant to the legal process (such as subpoenas or court orders) must be promptly referred to the Chief Compliance Officer, or Legal Department. No information may be released, nor should the client involved be contacted, until so directed by either the Chief Compliance Officer, or Legal Department.

 

In order to preserve the rights of our clients and to limit the firm’s liability concerning the release of client proprietary information, care must be taken to:

 

¨       Limit use and discussion of information obtained on the job to normal business activities.

 

¨       Request and use only information that is related to our business needs.

 

¨       Restrict access to records to those with proper authorization and legitimate business needs.

 

¨       Include only pertinent and accurate data in files, which are used as a basis for taking action or making decisions.

 

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3. CONFLICTS OF INTEREST

 

You should avoid actual or apparent conflicts of interest – that is, any personal interest inside or outside the Company, which could be placed ahead of your obligations to our clients, Jennison Associates or Prudential. Conflicts may exist even when no wrong is done. The opportunity to act improperly may be enough to create the appearance of a conflict.

 

We recognize and respect an employee’s right of privacy concerning personal affairs, but we must require a full and timely disclosure of any situation, which could result in a conflict of interest, or even the appearance of a conflict. The Company, not by the employee involved, will determine the appropriate action to be taken to address the situation.

 

To reinforce our commitment to the avoidance of potential conflicts of interest, the following rules have been adopted, that prohibit you from engaging in certain activities without the pre-approval from the Ethics Advisory Group:

 

A)      YOU MAY NOT , without first having secured prior approval, serve as a director, officer, employee, partner or trustee – nor hold any other position of substantial interest – in any outside business enterprise. You do not need prior approval, however, if the following three conditions are met: one, the enterprise is a family firm owned principally by other members of your family; two, the family business is not doing business with Jennison or Prudential and is not a securities or investment related business; and three, the services required will not interfere with your duties or your independence of judgment. Significant involvement by employees in outside business activity is generally unacceptable. In addition to securing prior approval for outside business activities, you will be required to disclose all relationships with outside enterprises annually.

 

Jennison’s policy on participation in outside business activities deals only with positions in business enterprises. It does not affect Jennison’s practice of permitting employees to be associated with governmental, educational, charitable, religious or other civic organizations. These activities may be entered into without prior consent, but must still be disclosed on an annual basis.

 

NOTE: Jennison employees that are Registered Representatives of Prudential Investment Management Services, LLC (“PIMS”) must also comply with the policies and procedures set forth in the PIMS Compliance Manual. All registered representatives of PIMS must secure prior approval before engaging in any outside business activities as outlined in Jennison’s Written Supervisory Procedure on Outside Business Activities which is available via Jennison’s Compliance intranet website.

 

B)      YOU MAY NOT act on behalf of Jennison in connection with any transaction in which you have a personal interest.

 

C)       YOU MAY NOT , without prior approval, have a substantial interest in any outside business which, to your knowledge, is involved currently in a business transaction with Jennison or Prudential, or is engaged in businesses similar to any business engaged in by Jennison. A substantial interest includes any investment in the outside business involving an amount greater than 10 percent of your gross assets, or involving a direct or indirect ownership interest greater than 2 percent of the outstanding equity interests. You do not need approval to invest in open-ended registered investment companies such as investments in mutual funds and similar enterprises that are publicly owned.

 

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D)       YOU MAY NOT , without prior approval, engage in any transaction involving the purchase of products and/or services from Jennison, except on the same terms and conditions as they are offered to the public. Plans offering services to employees approved by the Board of Directors are exempt from this rule.

 

E)       YOU MAY NOT , without prior approval, borrow an amount greater than 10% of your gross assets, on an unsecured basis from any bank, financial institution, or other business that, to your knowledge, currently does business with Jennison or with which Jennison has an outstanding investment relationship.

 

F)       YOU MAY NOT favor one client account over another client account or otherwise disadvantage any client in any dealings whatsoever to benefit either yourself, Jennison or another third-party client account.

 

G)       YOU MAY NOT , as result of your status as a Jennison employee, take advantage of any opportunity that your learn about or otherwise personally benefit from information you have obtained as an employee that would not have been available to you if you were not a Jennison employee.

 

4. OTHER BUSINESS ACTIVITIES

 

A)       ISSUES REGARDING THE RETENTION OF SUPPLIERS : The choice of our suppliers must be based on quality, reliability, price, service, and technical advantages.

 

B)       GIFTS : Jennison employees and their immediate families should not solicit, accept, retain or provide any gifts or entertainment which might influence decisions you or the recipient must make in business transactions involving Jennison or which others might reasonably believe could influence those decisions. Even a nominal gift should not be accepted if, to a reasonable observer, it might appear that the gift would influence your business decisions.

 

Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Examples of such gifts are those received as normal business entertainment ( i.e. , meals or golf games); non-cash gifts of nominal value (such as received at Holiday time); gifts received because of kinship, marriage or social relationships entirely beyond and apart from an organization in which membership or an official position is held as approved by the Company. Entertainment, which satisfies these requirements and conforms to generally accepted business practices, also is permissible. Please reference Jennison Associates’ Gifts and Entertainment Policy and Procedures located on Compliance web page of Jennison Online for a more detailed explanation of Jennison’s policy towards gifts and entertainment.

 

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C)       IMPROPER PAYMENTS – KICKBACKS : In the conduct of the Company’s business, no bribes, kickbacks, or similar remuneration or consideration of any kind are to be given or offered to any individual or organization or to any intermediaries such as agents, attorneys or other consultants.

 

D)       BOOKS, RECORDS AND ACCOUNTS : The integrity of the accounting records of the Company is essential. All receipts and expenditures, including personal expense statements must be supported by documents that accurately and properly describe such expenses. Staff members responsible for approving expenditures or for keeping books, records and accounts for the Company are required to approve and record all expenditures and other entries based upon proper supporting documents so that the accounting records of the Company are maintained in reasonable detail, reflecting accurately and fairly all transactions of the Company including the disposition of its assets and liabilities. The falsification of any book, record or account of the Company, the submission of any false personal expense statement, claim for reimbursement of a non-business personal expense, or false claim for an employee benefit plan payment are prohibited. Disciplinary action will be taken against employees who violate these rules, which may result in dismissal.

 

E)       LAWS AND REGULATIONS : The activities of the Company must always be in full compliance with applicable laws and regulations. It is the Company’s policy to be in strict compliance with all laws and regulations applied to our business. We recognize, however, that some laws and regulations may be ambiguous and difficult to interpret. Good faith efforts to follow the spirit and intent of all laws are expected. To ensure compliance, the Company intends to educate its employees on laws related to Jennison’s activities, which may include periodically issuing bulletins, manuals and memoranda. Staff members are expected to read all such materials and be familiar with their content. For example, it would constitute a violation of the law if Jennison or any of its employees either engaged in or schemed to engage in: i) any manipulative act with a client; or ii) any manipulative practice including a security, such as touting a security to anyone or the press and executing an order in the opposite direction of such recommendation.

 

This policy is not intended to discourage or prohibit appropriate communications between employees of Jennison and other market participants and trading counterparties. Please consult with the Chief Compliance Officer or Chief Legal Officer if you have questions about the appropriateness of any communications.

 

Other scenarios and the policies that address other potential violations of the law and conflicts of interest are addressed more fully in Jennison’s compliance program and the policies adopted to complement that program which reside on the Jennison Online intranet at (http://buzz/JennOnline/DesktopDefault.aspx)

 

F)       OUTSIDE ACTIVITIES & POLITICAL AFFILIATIONS: Jennison Associates does not contribute financial or other support to political parties or candidates for public office except where lawfully permitted and approved in advance in accordance with procedures adopted by Jennison’s Board of Directors. Employees may, of course, make political contributions, but only on their own behalf; the Company for such contributions will not reimburse them. However, employees may not make use of company resources and facilities in furtherance of such activities , e.g., mail room service, facsimile, photocopying, phone equipment and conference rooms.

 

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Legislation generally prohibits the Company or anyone acting on its behalf from making an expenditure or contribution of cash or anything else of monetary value which directly or indirectly is in connection with an election to political office; as, for example, granting loans at preferential rates or providing non-financial support to a political candidate or party by donating office facilities. Otherwise, individual participation in political and civic activities conducted outside of normal business hours is encouraged, including the making of personal contributions to political candidates or activities.

 

Employees are free to seek and hold an elective or appointive public office, provided you do not do so as a representative of the Company and provided that you notify Compliance prior to engaging in the activity. However, you must conduct campaign activities and perform the duties of the office in a manner that does not interfere with your responsibilities to the firm.

 

5. COMPLIANCE WITH THE CODE & CONSEQUENCES IF VIOLATION OCCURS

 

Each year all employees will be required to complete a form certifying that they have read this policy, understand their responsibilities, and are in compliance with the requirements set forth in this statement.

 

This process should remind us of the Company’s concern with ethical issues and its desire to avoid conflicts of interest or their appearance. It should also prompt us to examine our personal circumstances in light of the Company’s philosophy and policies regarding ethics.

 

Jennison employees will be required to complete a form verifying that they have complied with all company procedures and filed disclosures of significant personal holdings and corporate affiliations.

 

Please note that both the Investment Advisers Act of 1940, as amended, and ERISA both prohibit investment advisers (and its employees) from doing indirectly that which they cannot do directly. Accordingly, any Jennison employee who seeks to circumvent the requirements of this Code of Ethics and any of the policies that follow, or otherwise devise a scheme where such activity would result in a violation of these policies indirectly will be deemed to be a violation of the applicable policy and will be subject to the full impact of any disciplinary action taken by Jennison as if such policies were violated directly.

 

It should be further noted that, and consistent with all other Jennison policies and procedures, failure to uphold the standards and principles as set forth herein, or to comply with any other aspect of these policies and procedures will be addressed by Legal and Compliance. Jennison reserves the right to administer whatever disciplinary action it deems necessary based on the facts, circumstances and severity of the violation or conflict. Disciplinary action can include termination of employment.

 

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6. DISCLOSURE REQUIREMENTS

 

The principles set forth in this Code of Ethics and the policies and procedures that follow will be included in Jennison’s Form ADV, which shall be distributed or offered to Jennison’s clients annually, in accordance with Rule 204-3 of the Investment Advisers Act of 1940.

 

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Section II

 

INSIDER TRADING

 

The Investment Advisors Act of 1940 requires that all investment advisors establish, maintain and enforce policies and supervisory procedures designed to prevent the misuse of material, non-public information by such investment advisor, and any associated person sometimes referred to as “insider trading.”

 

This section of the Code sets forth Jennison Associates’ policy statement on insider trading. It explains some of the terms and concepts associated with insider trading, as well as the civil and criminal penalties for insider trading violations. In addition, it sets forth the necessary procedures required to implement Jennison Associates’ Insider Trading Policy Statement.

 

Please note that this policy applies to all Jennison Associates’ employees

 

1. JENNISON ASSOCIATES’ POLICY STATEMENT AGAINST INSIDER TRADING

 

Personal Securities transactions should not conflict, or appear to conflict, with the interest of the firm’s clients when contemplating a transaction for your personal account, or an account in which you may have a direct or indirect personal or family interest, we must be certain that such transaction is not in conflict with the interests of our clients. Specific rules in this area are difficult, and in the final analysis. Although it is not possible to anticipate all potential conflicts of interest, we have tried to set a standard that protects the firm’s clients, yet is also practical for our employees. The Company recognizes the desirability of giving its corporate personnel reasonable freedom with respect to their investment activities, on behalf of themselves, their families, and in some cases, non-client accounts ( i.e. , charitable or educational organizations on whose boards of directors corporate personnel serve). However, personal investment activity may conflict with the interests of the Company’s clients. In order to avoid such conflicts – or even the appearance of conflicts – the Company has adopted the following policy:

 

Jennison Associates LLC forbids any director, officer or employee from trading, either personally or on behalf of clients or others, on material, non-public information or communicating material, non-public information to others in violation of the law, such as tipping or recommending that others trade on such information. Said conduct is deemed to be “insider trading.” Such policy applies to every director, officer and employee and extends to activities within and outside their duties at Jennison Associates.

 

Every director, officer, and employee is required to read and retain this policy statement. Questions regarding Jennison Associates’ Insider Trading policy and procedures should be referred to the Compliance or Legal Departments.

 

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2. EXPLANATION OF RELEVANT TERMS AND CONCEPTS

 

Although insider trading is illegal, Congress has not defined “insider,” “material” or “non-public information.” Instead, the courts have developed definitions of these terms. Set forth below is very general descriptions of these terms. However, it is usually not easily determined whether information is “material” or “non-public” and, therefore, whenever you have any questions as to whether information is material or non-public, consult with the Compliance or Legal Departments. Do not make this decision yourself.

 

A) Who is an Insider ?

 

The concept of an “insider” is broad. It includes officers, directors and employees of a company. A person may be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. Examples of temporary insiders are the company’s attorneys, accountants, consultants and bank lending officers, employees of such organizations, persons who acquire a 10% beneficial interest in the issuer, other persons who are privy to material non-public information about the company. Jennison Associates and its employees may become “temporary insiders” of a company in which we invest, in which we advise, or for which we perform any other service. An outside individual may be considered an insider, according to the Supreme Court, if the company expects the outsider to keep the disclosed non-public information confidential or if the relationship suggests such a duty of confidentiality.

 

B) What is Material Information ?

 

Trading on inside information is not a basis for liability unless the information is material. Material Information is defined as:

 

¨        Information, for which there is a substantial likelihood, that a reasonable investor would consider important in making his or her investment decisions, or

 

¨        Information that is reasonably certain to have a substantial effect on the price of a company's securities.

 

Information that directors, officers and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, a significant increase or decline in orders, significant new products or discoveries, significant merger or acquisition proposals or agreements, major litigation and liquidity problems, for clients and extraordinary management developments.

 

In addition, knowledge about Jennison Associates’ client holdings and transactions (including transactions that are pending or under consideration) as well as Jennison trading information and patterns may be deemed material.

 

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C) What is Non-public Information ?

 

Information is “non-public” until it has been effectively communicated to the market place, including clients’ holdings, recommendations and transactions. One must be able to point to some fact to show that the all information and not just part of the information is generally available to the public. For example, information found in a report filed with the SEC, holdings disclosed in a publicly available website regarding the top 10 portfolio holdings of a mutual fund, appearing in Dow Jones, Reuters Economics Services , The Wall Street Journal or other publications of general circulation would be considered public.

 

D) Misappropriation Theory

 

Under the “misappropriation” theory, liability is established when trading occurs on material non-public information that is stolen or misappropriated from any other person. In U.S. v. Carpenter , a columnist defrauded The Wall Street Journal by stealing non-public information from the Journal and using it for trading in the securities markets. Note that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

 

E) Who is a controlling person ?

 

“Controlling persons” include not only employers, but also any person with power to influence or control the direction of the management, policies or activities of another person. Controlling persons may include not only the company, but also its directors and officers.

 

F) HOW IS NON-PUBLIC INFORMATION MONITORED?

 

When an employee is in possession of non-public information, a determination is made as to whether such information is material. If the non-public information is material, as determined by Jennison Compliance/Legal, the issuer is placed on a Restricted List (“RL”). Once a security is on the RL all personal and company trading activity is restricted. All securities that are placed on the RL are added to Jennison’s internal trading restriction systems, which restrict company trading activity. Personal trading activity in such RL issuers is also restricted through the personal trading pre-clearance process.

 

In addition, Prudential distributes a separate list of securities for (Enterprise Restricted List) which Prudential and its affiliates, including Jennison, are restricted from engaging in trading activity, in accordance with various securities laws. In applying this policy and monitoring securities trading Jennison makes no distinction between securities on the Restricted List and those that appear on the Enterprise Restricted List.

 

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3. PENALTIES FOR INSIDER TRADING VIOLATIONS

 

Penalties for trading on or communicating material non-public information are more severe than ever. The individuals involved in such unlawful conduct may be subject to both civil and criminal penalties. A controlling person may be subject to civil or criminal penalties for failing to establish, maintain and enforce Jennison Associates’ Policy Statement against Insider Trading and/or if such failure permitted or substantially contributed to an insider trading violation.

 

Individuals can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

 

A)            CIVIL INJUNCTIONS

 

B)            TREBLE DAMAGES

 

C)            DISGORGEMENT OF PROFITS

 

D)           JAIL SENTENCES – Maximum jail sentences for criminal securities law violations up to 10 years .

 

E)            CIVIL FINES – Persons who committed the violation may pay up to three times the profit gained or loss avoided, whether or not the person actually benefited.

 

F)            CRIMINAL FINES – The employer or other “controlling persons” may be subject to substantial monetary fines.

 

G)           Violators will be barred from the securities industry.

 

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Section III

 

IMPLEMENTATION PROCEDURES & POLICY

 

The following procedures have been established to assist the officers, directors and employees of Jennison Associates in preventing and detecting insider trading. Every officer, director and employee must follow these procedures or risk serious sanctions, including but not limited to possible suspension or dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures you should contact the Compliance or Legal Departments.

 

1. Identifying Inside Information

 

Before trading for yourself or others, including client accounts managed by Jennison Associates, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

 

A) Is the information material?

 

¨       Would an investor consider this information important in making his or her investment decisions?

 

¨        Would this information substantially affect the market price of the securities if generally disclosed?

 

B) Is the information non-public?

 

¨        To whom has this information been provided?

 

¨        Has the information been effectively communicated to the marketplace by being published in Reuters , The Wall Street Journal , SEC filings, websites or other publications of general circulation?

 

If, after consideration of the above, you believe that the information is material and non-public (“MNPI”), or if you have questions as to whether the information is material and non-public, you should take the following steps:

 

A) Report the matter immediately to the Compliance or Legal Departments.

 

B)           Do not purchase or sell the securities on behalf of yourself or others, including client accounts managed by Jennison Associates.

 

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C)          Do not communicate the information inside or outside Jennison Associates, other than to a senior staff member of either Compliance or Legal Departments.

 

D)          After the issue has been reviewed by Compliance/Legal, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

 

2. Restricting Access to Material Non-public Information

 

Information that you, Legal or Compliance identify as MNPI may not be communicated to anyone, including persons within and outside of Jennison Associates LLC, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing MNPI should be locked; given to Legal or Compliance (should not be reproduced or otherwise photocopied); access to computer files containing non-public information should be restricted, until such information becomes public.

 

Jennison employees have no obligation to the clients of Jennison Associates to trade or recommend trading on their behalf on the basis of MNPI (inside) in their possession. Jennison’s fiduciary responsibility to its clients requires that the firm and its employees regard the limitations imposed by Federal securities laws.

 

3. Allocation of Brokerage

 

To supplement its own research and analysis, to corroborate data compiled by its staff, and to consider the views and information of others in arriving at its investment decisions, Jennison Associates, consistent with its efforts to secure best price and execution, allocates brokerage business to those broker-dealers in a position to provide such services.

 

It is the firm’s policy not to allocate brokerage in consideration of the attempted furnishing of inside information or MNPI. Employees, in recommending the allocation of brokerage to broker-dealers, should not give consideration to the provision of any MNPI. The policy of Jennison Associates as set forth in this statement should be brought to the attention of such broker-dealer.

 

4. RESOLVING ISSUES CONCERNING INSIDER TRADING

 

If doubt remains as to whether information is material or non-public, or if there is any

unresolved question as to the applicability or interpretation of the foregoing procedures and standards, or as to the propriety of any action, it must be discussed with either the Compliance or Legal Departments before trading or communicating the information to anyone.

 

This Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be distributed to all Jennison Associates personnel. Each quarter you will be required to certify in writing that you have received, read and understand and will comply with all the provisions of this policy. In addition, newly hired employees must also attest to the policy. Periodically or upon request, a representative from the Compliance or Legal Departments will meet with such personnel to review this statement of policy, including any developments in the law and to answer any questions of interpretation or application of this policy.

 

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From time to time this statement of policy will be revised in light of developments in the law, questions of interpretation and application, and practical experience with the procedures contemplated by the statement. Any amendments to the above referred to policy and procedures will be highlighted and distributed to ensure that all employees are informed of any such changes and receive the most current policy, set forth in these policies and procedures.

 

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Section IV

 

JENNISON ASSOCIATES PERSONAL TRADING POLICY

 

1. GENERAL POLICY AND PROCEDURES

 

The management of Jennison Associates is fully aware of and in no way wishes to deter the security investments of its individual employees. The securities markets, whether equity, fixed income, international or domestic; offer individuals alternative methods of enhancing their personal investments.

 

Due to the nature of our business and our fiduciary responsibility to our client funds, we must protect the firm and its employees from the possibilities of both conflicts of interest and illegal insider trading in regard to their personal security transactions. It is the duty of Jennison and its employees to place the interests of clients first and to avoid all actual or potential conflicts of interest. It is important to consider all sections to this combined policy to fully understand how best to avoid potential conflicts of interests and how best to serve our clients so that the interests of Jennison and its employees do not conflict with those of its clients when discharging its fiduciary duty to provide fair, equitable and unbiased investment advice to such clients.

 

Jennison employees are prohibited from short term trading or market timing mutual funds and variable annuities managed by Jennison other than those that permit such trading, as well as Prudential affiliated funds and variable annuities, and must comply with any trading restrictions established by Jennison to prevent market timing of these funds.

 

We have adopted the following policies and procedures on employee personal trading to reasonably ensure against actual or potential conflicts of interest that could lead to violations of federal securities law, such as short term trading or market timing of affiliated mutual funds, or as previously described in the preceding sections of the attached policies. To prevent the rapid trading of certain mutual funds and variable annuities, Jennison employees may not engage in a sale transaction within 60 days of the last purchase with respect to the mutual funds and variable annuities listed on the attached Exhibit D (“Covered Funds”). Jennison employees are also required to arrange the reporting of Covered Funds transactions under this policy identified in Exhibit D. This policy does not apply to money market mutual funds.. These policies and procedures are in addition to those set forth in the Code of Ethics and the Policy Statement Against Insider Trading. However, the standards of professional conduct as described in such policies must be considered when a Jennison employee purchases and sells securities on behalf of either their own or any other account for which the employee is considered to be the beneficial owner, other than those accounts over which the Jennison employee does not exercise investment discretion – as more fully described in this personal trading policy.

 

All Jennison employees are required to comply with such policies and procedures in order to avoid the penalties set forth herein.

 

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2. PERSONAL TRANSACTION REPORTING REQUIREMENTS

 

Jennison employees are required to provide Jennison with reports concerning their securities holdings and transactions, as described below. These include Jennison’s policies and procedures, including Code of Ethics, names of Jennison’s access personnel including those employees no longer employed by Jennison, their holdings and transaction reports, acknowledgements, pre-approvals, violations and the disposition thereof, exceptions to any policy, every transaction in securities in which any of its personnel has any direct or indirect beneficial ownership, except transactions effected in any account over which neither the investment adviser nor any advisory representative of the investment adviser has any direct or indirect influence or control and transactions in securities which are direct obligations of the United States, high-quality short-term instruments and unaffiliated mutual funds and variable annuities. For purposes of this policy, mutual funds and annuities that are exempt from this recordkeeping requirement are money market funds and funds that are either not managed by Jennison or affiliated with Prudential. This requirement applies to all securities accounts in which an employee has a beneficial interest, including the following:

 

§ Personal accounts of an employee,
§ Accounts in which your spouse has a beneficial interest,
§ Accounts in which your minor children or any dependent family member has a beneficial interest,
§ Joint or tenant-in-common accounts in which the employee is a participant,
§ Accounts of any individual to whose financial support the employee materially contributes, 1
§ Accounts for which the employee acts as trustee, executor or custodian, and
§ Accounts over which the employee exercises control or has any investment discretion.

 

These accounts are referred to as “Covered Accounts” within this policy.

 

However, the above requirements do not apply if the investment decisions for the above mentioned account(s) are made by an independent investment manager in a fully discretionary account (“Discretionary Account”). In order to take advantage of this exemption, a fully executed copy of such discretionary account agreement(s) must be provided to Compliance for review and approval. Jennison recognizes that some of its employees may, due to their living arrangements, be uncertain as to their obligations under this Personal Trading Policy. If an employee has any question or doubt as to whether an account is subject to this policy, he or she must consult with the Compliance or Legal Departments as to their status and obligations with respect to the account in question. Please refer to Jennison’s Record Management Policy located on the Jennison Online compliance website for a complete list of records and retention periods.

 

In addition, Jennison, as a sub-adviser to investment companies registered under the Investment Company Act of 1940 ( e.g. , mutual funds), is required by Rule 17j-1 under the Investment Company Act to review and keep records of personal investment activities of “access persons” of these funds, unless the access person does not have direct or indirect influence or control of the accounts. An “access person” is defined as any director, officer, general partner or Advisory Person of a Fund or Fund’s Investment Adviser. “Advisory Person” is defined as any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of investments by a Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales. Jennison’s “access persons” and “advisory persons” include Jennison’s employees and any other persons that Jennison may designate.

 

 

1 For example, this would include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support.

 

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A) Jennison Employees

 

All Jennison employees are Access Persons and are subject to the following reporting requirements. Access Persons are required to report all transactions, as set forth on Exhibit A, including activity in Prudential affiliated and Jennison managed mutual funds, as well as affiliated variable annuities or Covered Funds. A list of these funds and variable annuities is attached hereto as Exhibit D. This requirement applies to all accounts in which Jennison employees have a direct or indirect beneficial interest, as previously described. All Access Persons are required to provide the Compliance Department with the following:

 

1) Initial Holdings Reports :

 

Within 10 days of commencement of becoming an access person, an initial holdings report detailing all personal investments (including private placements, and index futures contracts and options thereon, but excluding automatic investment plans approved by Compliance, all direct obligation government, such as US Treasury securities, mutual funds and variable annuities that are not Covered Funds and short-term high quality debt instruments) must be submitted to Compliance. The report should contain the following information, and must be current, not more than 45 days prior to becoming an “access person”:

 

a.      The title, number of shares and principal amount of each investment in which the Access Person had any direct or indirect beneficial ownership;

 

b.      The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

 

c.      The date that the report is submitted by the Access Person.

 

2) Quarterly Reports:

 

a.             Transaction Reporting :

 

Within 30 days after the end of a calendar quarter, with respect to any transaction, including activity in Covered Funds, during the quarter in investments in which the Access Person had any direct or indirect beneficial ownership:

 

i)      The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each investment involved;

 

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ii)      The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

 

iii)     The price of the investment at which the transaction was effected;

 

iv)     The name of the broker, dealer or bank with or through which the transaction was effected; and

 

v)      The date that the report is submitted by the Access Person.

 

b. Personal Securities Account Reporting :

 

Within 30 days after the end of a calendar quarter, with respect to any account established by the Access Person (including Discretionary Accounts) in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

 

i)      The name of the broker, dealer or bank with whom the Access Person established the account;

 

ii)      The date the account was established; and

 

iii)      The date that the report is submitted by the Access Person.

 

To facilitate compliance with this reporting requirement, Jennison Associates requires that a duplicate copy of all trade confirmations and brokerage statements be supplied directly to Jennison Associates’ Compliance Department and to Prudential’s Corporate Compliance Department, other than transactions in a Discretionary Account. Access Persons are required to notify the Compliance Department of any Covered Fund including accounts of all household members, held directly with the fund. The Compliance Department must also be notified prior to the creation of any new personal investment accounts so that we may request that duplicate statements and confirmations of all trading activity (including mutual funds) be sent to the Compliance Department. Although Discretionary Accounts are exempt from the reporting requirements described above, this notification provision is applicable only to the opening of any new Discretionary Account(s).

 

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3) Annual Holdings Reports :

 

Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

 

a.       The title, number of shares and principal amount of each investment, including investments set forth Covered Funds, in which the Access Person had any direct or indirect beneficial ownership;

 

b.       The name of any broker, dealer or bank with whom the Access Person maintains an account (includes any Discretionary Account(s)) in which any securities are held for the direct or indirect benefit of the Access Person; and

 

c.       The date that the report is submitted by the Access Person.

 

4)            A copy of all discretionary investment advisory contracts or agreements between the officer, director or employee and his investment advisors.

 

Please note that Access Persons may hold and trade Covered Funds listed through Authorized Broker/Dealers, Prudential Mutual Fund Services, the Prudential Employee Savings Plan (“PESP”), and the Jennison Savings Plan. As indicated above, purchases and sales within a 60 day period are prohibited with respect to Covered Funds, other than money market funds. It should also be noted that transacting in the same Covered Funds in opposite directions on the same day and at the same NAV will not be considered market timing for purposes of this policy, as such activity would not result in a gain to the employee.

 

In addition, Access Persons may maintain accounts with respect to certain Covered Funds directly with the fund company, provided that duplicate confirms and statements are provided to the Compliance Department.

 

 

B) Other Persons Defined by Jennison as Access Persons

 

Other Persons Defined by Jennison as Access Persons, pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended, include individuals who in connection with his or her regular functions or duties may obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary to reasonably ensure that the interests of our clients are not in any way compromised. These policies and procedures are specified on Exhibit C.

 

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3. PRE-CLEARANCE PROCEDURES

 

All employees of Jennison Associates may need to obtain pre-approval from Jennison’s Compliance Department prior to effecting transactions in any securities ( except for those securities described in Exhibit A) in “Covered Accounts” (as defined in Section IV, paragraph 2). Employees are not required to obtain pre-approval for exchange traded funds (ETFs) that replicate the performance of the broad based indices or commodities listed on Exhibit B. This includes those ETFs that correspond to the daily performance or inverse performance of the broad based indices or commodities listed on Exhibit B. Determination as to whether or not a particular transaction requires pre-approval should be made by consulting the “Compliance and Reporting of Personal Transactions Matrix” found on Exhibit A.

 

The Compliance Department will make its decision of whether to pre-approve the proposed trade on the basis of the personal trading restrictions set forth below. Notification of approval or denial to trade is promptly provided except in the case of private placement requests which require further review. Please note that the approval granted will be valid only for that day in which the approval has been obtained; provided, however, that approved orders for securities traded in certain foreign markets may be executed within 2 business days from the date pre-clearance is granted. In other words, if a trade was not effected on the day for which approval was originally sought, a new pre-clearance request must be re-entered on each subsequent day in which trading may occur. Or, if the security for which approval has been granted is traded on foreign markets, approval is valid for an additional day ( i.e. , the day for which approval was granted and the day following the day for which approval was granted).

 

Only transactions where the investment decisions for the account are made by an independent investment manager in a fully Discretionary Account (including managed accounts) will be exempt from the pre-clearance procedures, except for those transactions that are directed by an employee in a Jennison managed account. Copies of the agreement of such discretionary accounts must be submitted to the Compliance Department for review and records retention.

 

Notice of your intended securities activities must be submitted for approval prior to effecting any transaction for which prior approval is required. Key information, but not limited to, the ticker, the nature of the transaction (purchase or sale) and the estimated value of the trade, must be entered on your pre-clearance request. If proper procedures are not complied with, action will be taken against the employee. The violators may be asked to reverse the transaction and/or transfer the security or profits gained over to the accounts of Jennison Associates. In addition, penalties for personal trading violations shall be determined in accordance with the penalties schedule set forth in Section 5, “Penalties for Violating Jennison Associates’ Personal Trading Policies.” Each situation and its relevance will be given due weight.

 

4. PERSONAL TRADING POLICY

 

The following rules, regulations and restrictions apply to the personal security transactions of all employees. These rules will govern whether clearance for a proposed transaction will be granted. These rules also apply to the sale of securities once the purchase of a security has been pre-approved and completed.

 

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No director, officer or employee of the Company may effect for “Covered Accounts” as defined in Section IV paragraph 2, any transaction in a security, or recommend any such transaction in a security, of which, to his/her knowledge, the Company has either effected or is contemplating effecting the same for any of its clients, if such transaction would in any way conflict with, or be detrimental to, the interests of such client, or if such transaction was effected with prior knowledge of material, non-public information, or any other potential conflict of interest as described in the sections preceding this personal trading policy.

 

Except in particular cases in which Jennison’s Compliance Department has determined in advance that proposed transactions would not conflict with the foregoing policy, the following rules shall govern all transactions (and recommendations) by all Jennison employees for their Covered Accounts. The provisions of the following paragraphs do not necessarily imply that Jennison’s Compliance Department will conclude that the transactions or recommendations to which they relate are in violation of the foregoing policy, but rather are designed to indicate the transactions for which prior approval should be obtained to ensure that no actual, potential or perceived conflict occurs.

 

A) Blackout Periods

 

1)       Company personnel may not purchase any security recommended, or proposed to be recommended to any client for purchase, nor any security purchased or proposed to be purchased for any client may be purchased by any corporate personnel if such purchase will interfere in any way with the orderly purchase of such security by any client.

 

2)       Company personnel may not sell any security recommended, or proposed to be recommended to any client for sale, nor any security sold, or proposed to be sold, for any client may be sold by any corporate personnel if such sale will interfere in any way with the orderly sale of such security by any client.

 

3)       Company personnel may not sell any security after such security has been recommended to any client for purchase or after being purchased for any client Company personnel may not purchase a security after being recommended to any client for sale or after being sold for any client, if the sale or purchase is effected with a view to making a profit on the anticipated market action of the security resulting from such recommendation, purchase or sale.

 

4)       In order to prevent even the appearance of a violation of this rule or a conflict of interest with a client account, you should refrain from trading in the seven (7) calendar days before and after Jennison trades in that security. This restriction does not apply to certain Jennison trading activity. Examples include:

(1) trading activity that occurs in Jennison Managed Account (“JMA”) when either implementing a pre-existing model for new accounts or in situations where JMA trading activity is generated due to cash flow instructions from the managed account sponsor.

(2) program trades, whereby the portfolio manager will instruct the trading desk to take a “slice” of the portfolio. Program trades are a tool used by the portfolio manager to spend or raise cash and at the same time generally maintain the current portfolio’s security weightings.

 

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(3) trades that are determined quantitatively.

Securities in a program trade and those that are determined quantitatively will be exempt from the 7 day blackout period, subject to the following conditions:

· Employee trades require pre-clearance.
· Employee attests to not having knowledge of trading in that particular security.
· Security must have a market capitalization equal to or greater than $1 billion.
· For trades in securities with a market capitalization of at least $1 billion but less than $5 billion, an employee’s investment will be capped at $10,000 over a rolling seven (7) calendar day period.
· For trades in security with a market capitalization greater than $5 billion, an employee’s investment will be capped at $50,000 over a rolling seven (7) calendar day period.

 

If an employee trades during a blackout period, reversal of the trade and disgorgement may be required. For example, if a non-investment professional employee’s trade is pre-approved and executed and subsequently, within seven days of the transaction, the Firm trades on behalf of Jennison’s clients, the Jennison Compliance Department will review the personal trade in light of firm trading activity and make a recommendation as to whether additional action should be taken.

 

In those circumstances where an investment professional (portfolio manager, research analyst and trader) personally trades within seven days of firm trading, the Chief Compliance Officer, Chief Legal Officer and Senior Management will determine on a case-by-case basis the appropriate action. Regardless of the actual impact to clients, the perceived conflict of interest and appearance may determine that the employee be required to reverse the trade and disgorge to the firm any difference due to an incremental price advantage over the client’s transaction.

 

B) SHORT-TERM TRADING

 

All employees of Jennison Associates are prohibited from profiting in Covered Accounts from the purchase and sale, or the sale and purchase of the same or equivalent securities within 60 calendar days. All employees are prohibited from executing a purchase and sale of the Covered Funds that appear on Exhibit D during any 60-day period. Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities or the purchase and sale of the Covered Funds within the 60 day restriction period, shall be disgorged to the firm.

 

In addition, the last in, first out (“LIFO”) method will be used in determining if any exceptions have occurred in the same or equivalent securities or any Covered Fund. Profits realized on such transactions must be disgorged. Certain limited exceptions to this holding period are available and must be approved by the Chief Compliance Officer or her designee prior to execution. Exceptions to this policy include, but are not limited to, hardships and extended disability. Automatic investment and withdrawal programs and automatic rebalancing are permitted transactions under the policy.

 

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The prohibition on short-term trading shall not apply to trading of ETFs that replicate the performance of a broad based index, index options and index futures contracts and options on index futures contracts on broad based indices. However, trades related to non-broad based index transactions remains subject to the pre-clearance procedures and other applicable procedures. A list of broad-based indices and commodities exempt from pre-clearance is provided on Exhibit B.

 

C)       Jennison employees may not purchase any security if the purchase would deprive any of Jennison’s clients of an investment opportunity, after taking into account (in determining whether such purchase would constitute an investment opportunity) the client’s investments and investment objectives and whether the opportunity is being offered to corporate personnel by virtue of his or her position at Jennison.

 

D)       Jennison employees may not purchase new issues of either common stock, fixed income securities or convertible securities in Covered Accounts except in accordance with item E below. This prohibition does not apply to new issues of shares of open-end investment companies. All Jennison employees shall also obtain approval of the Compliance Department and Chief Investment Officer before initiating any purchase of securities on a ‘private placement’ basis. Such approval will take into account, among other factors, whether the investment opportunity should be reserved for Jennison’s clients and whether the opportunity is being offered to the employee by virtue of his or her position at Jennison.

 

E)       Subject to the pre-clearance and reporting procedures, Jennison employees may purchase securities on the date of issuance, provided that such securities are acquired in the secondary market. Upon requesting approval of such transactions, employees must acknowledge that he or she is aware that such request for approval may not be submitted until after the security has been issued to the public and is trading at prevailing market prices in the secondary market.

 

F)       Subject to the pre-clearance and reporting procedures, Jennison employees may effect purchases upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights so acquired. In the event that approval to exercise such rights is denied, subject to pre-clearance and reporting procedures, corporate personnel may obtain permission to sell such rights on the last day that such rights may be traded.

 

G)       Transactions in index futures contracts and index options effected on a broad-based index or commodity listed on Exhibit B do not require pre-clearance but are subject to the reporting requirements. This includes those index future contracts and index options that correspond to the daily performance or inverse performance of the broad based indices or commodities listed on Exhibit B.

 

H) *         No employee of Jennison Associates may short sell or purchase put options or write call options on securities that represent a long position in any portfolios managed by Jennison on behalf of its clients. Conversely, no employee may sell put options, or purchase either the underlying security or call options that represent a short position which was derived from a fundamental, bottom up research decision in a Jennison client portfolio. Employees may take long positions and the economically equivalent transactions where the short sales in client accounts are in quantitatively managed strategies, subject to the following conditions:

 

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· Employee trades require pre-clearance.
· Employee attests to not having knowledge of trading in that particular security.
· Security must have a market capitalization equal to or greater than $1 billion.
· For trades in securities with a market capitalization of at least $1 billion but less than $5 billion, an employee’s investment will be capped at $10,000 over a rolling seven (7) calendar day period.
· For trades in securities with a market capitalization greater than $5 billion, an employee’s investment will be capped at $50,000 over a rolling seven (7) calendar day period.

 

* These restrictions do not apply if the underlying security of the option does not require pre-approval under this policy.

 

Any profits realized from such transactions shall be disgorged to the Firm. All options and short sales are subject to the pre-clearance rules.

 

All employees are prohibited from selling short including “short sales against the box” and from participating in any options or futures transactions on any securities issued by Prudential, except in connection with bona fide hedging strategies (e.g., covered call options and protected put options). However, employees are prohibited from buying or selling options to hedge their financial interest in employee stock options granted to them by Prudential.

 

I) No employee of Jennison Associates may participate in investment clubs.

 

J)     While participation in employee stock purchase plans and employee stock option plans need not be pre-approved, copies of the terms of the plans should be provided to the Compliance Department as soon as possible. Jennison employees must obtain pre-approval for any discretionary disposition of securities or discretionary exercise of options acquired pursuant to participation in an employee stock purchase or employee stock option plan, except for the exercise of Prudential options and/or the purchase or sale of Prudential common stock (this exception does not apply to Designated Employees). All such transactions, however, must be reported. Nondiscretionary dispositions of securities or exercise are not subject to pre-approval. Additionally, Jennison employees should report holdings of such securities and options on an annual basis.

 

K)     Subject to pre-clearance, long-term investing through direct stock purchase plans is permitted. The terms of the plan, the initial investment, and any notice of intent to purchase through automatic debit must be provided to and approved by the Jennison Compliance Department. Any changes to the original terms of approval, e.g., increasing, decreasing in the plan, as well as any sales or discretionary purchase of securities in the plan must be submitted for pre-clearance. Termination of participation in such a plan must be reported to Compliance. Provided that the automatic monthly purchases have been approved by the Jennison Compliance Department, each automatic monthly purchase need not be submitted for pre-approval. “Profits realized” for purposes of applying the ban on short-term trading will be determined by matching the proposed discretionary purchase or sale transaction against the most recent discretionary purchase or sale, as applicable, not the most recent automatic purchase or sale (if applicable). Additionally, holdings should be disclosed annually.

 

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L)           Designated Persons: Requirements for Transactions in Securities Issued by Prudential

 

A Designated Person is an employee who, during the normal course of his or her job has routine access to material, nonpublic information about Prudential, including information about one or more business units or corporate level information that may be material about Prudential. Employees that have been classified as Designated Persons have been informed of their status.

 

Designated Persons are permitted to exercise their Prudential options and trade in Prudential common stock (symbol: “PRU”) only during certain "open trading windows". Trading windows will be closed for periods surrounding the preparation and release of Prudential financial results. Approximately 24 hours after Prudential releases its quarterly earnings to the public, the trading window generally opens and will remain open until approximately three weeks before the end of the quarter. Designated Persons will be notified by the Compliance Department announcing the opening and closing of each trading window.

 

Designated Persons are required to obtain pre-clearance approval from Prudential in order to trade in Prudential common stock, exercise their Prudential options or engage in any transactions under the Prudential Stock Purchase Plan (PSPP) during the “open trading window” period. To request pre-clearance approval, Designated Persons are required to complete a pre-clearance form for Prudential. These forms can be obtained from the Compliance Department. The Compliance Department will notify the Designated Person if their request has been approved or denied. All other pre-clearance rules and restrictions apply.

 

M) Jennison Employee Participation in SEPARATELY Managed ACCOUNTS (SMA)

 

All eligible employees must adhere to the following conditions in order to open an account in a SMA program; commonly referred to wrap programs:

 

¨        All employees may open a SMA in any managed account program, including those that offer Jennison-managed strategies.

 

¨       All transactions in any SMA account for which a Jennison employee has discretion (e.g. tax selling) will be subject to the pre-clearance and applicable blackout period requirement of this policy.

 

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N) Exceptions to the Personal Trading Policy

 

Notwithstanding the foregoing restrictions , exceptions to certain provisions ( e.g ., blackout period, pre-clearance procedures, and short-term trading ) of the Personal Trading Policy may be granted on a case-by-case basis by Jennison when no abuse is involved and the facts of the situation strongly support an exception to the rule.

 

Investments in the following instruments are not bound to the rules and restrictions as set forth above and may be made without the approval of the Jennison Compliance Department: direct government obligations (Bills, Bonds and Notes), money markets, commercial paper, repurchase orders, reverse repurchase orders, bankers acceptance, bank certificates of deposit, municipal bonds, ETFs on a broad based index or commodity noted in Exhibit B, currency or investment product where the underlying asset is a currency unit, and other high quality short-term debt instrument 2 . Although not subject to pre-clearance, Covered Funds listed on Exhibit D, are subject to reporting and a ban on short term trading, i.e . buying and selling within 60 days.

 

5. MONITORING/ADMINISTRATION

 

The Jennison Associates’ Compliance Department will maintain and enforce this policy and the Chief Compliance Officer (“CCO”), or her designee(s), will be directly responsible for reasonably assuring for monitoring compliance with the policy. If such authority is delegated to another compliance professional, a means of reporting deficiencies to the CCO, with respect to any one of the policies as set forth in this combined document, must be established to ensure the CCO is aware of all violations.

 

Requests for exceptions to the policy will be provided to the Jennison CCO or her designee and from time to time shared with the Prudential Personal Securities Trading Department and Jennison Compliance Committees. While Jennison has primary responsibility to administer its own Personal Trading Policy, Prudential will assist Jennison by monitoring activity in Prudential mutual funds and variable annuities, as well as Jennison funds in Jennison Savings and Pension Plans, and identifying violations to the ban on short term trading, as described in this policy.

 

As part of monitoring compliance with these policies, Compliance will employ various monitoring techniques, that may consist of but not limited to, reviewing personal securities transactions to determine whether the security was pre-cleared, compare personal securities requests against a firm-wide (includes affiliates of Prudential) or Jennison specific restricted list(s), receiving exception reporting to monitor Jennison 7 day black out period, as described above.

 

In addition, as indicated above, short term or market timing trading in any Covered Fund identified in Exhibit D, represents a significant conflict of interest for Jennison and Prudential. Market timing any of these investment vehicles may suggest the use of inside information – namely, knowledge of portfolio holdings or contemplated transactions – acquired or developed by an employee for personal gain. The use of such information constitutes a violation of the law that can lead to severe disciplinary action against Jennison and its senior officers. Therefore, trading activity in certain Covered Funds will be subject to a heightened level of scrutiny. Jennison employees who engage in short term trading of such funds can be subject to severe disciplinary action, leading up to and including possible termination.

   

 

2 “High Quality Short-Term Debt Instrument” means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency ( e.g. Moody’s and S&P).

 

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                6.             PENALTIES FOR VIOLATIONS OF JENNISON ASSOCIATES’ PERSONAL TRADING POLICIES

 

Violations of Jennison’s Personal Trading Policy and Procedures, while in most cases may be inadvertent, must not occur. It is important that every employee abide by the policies established by the Board of Directors. Penalties will be assessed in accordance with the schedules set forth below. These, however, are minimum penalties. The firm reserves the right to take any other appropriate action, including BUT NOT LIMITED TO SUSPENSION OR termination OF EMPLOYMENT.

 

All violations and penalties imposed will be reported to Jennison’s Compliance Committee.

 

7. Type of Violation

 

A) Penalties for Failure to Secure Pre-Approval

 

The minimum penalties for failure to pre-clear personal securities transactions include possible reversal of the trade, possible disgorgement of profits, possible suspension, and possible reduction in discretionary bonus as well as the imposition of additional cash penalties to the extent permissible by applicable state law .

 

1) Failure to Pre-clear Purchase

 

Depending on the circumstances of the violation, the individual may be asked to reverse the trade ( i.e. , the securities must be sold). Any profits realized from the subsequent sale must be turned over to the firm. Please note: The sale or reversal of such trade must be submitted for pre-approval .

 

2) Failure to Pre-clear Sales that result in long-term capital gains

 

Depending on the circumstances of the violation, the firm may require that profits realized from the sale of securities that are defined as “long-term capital gains” by Internal Revenue Code (the “IRC”) section 1222 and the rules there under, as amended, to be turned over to the firm, subject to the following maximum amounts:

 

JALLC Position   Disgorgement Penalty*
Senior Vice Presidents, Managing Directors and above   Realized long-term capital gain, up to $10,000.00
Vice Presidents, Assistant Vice Presidents and Principals Realized long-term capital gain, up to $5,000.00

  

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JALLC Position   Disgorgement Penalty*
All other JALLC Personnel   25% of the realized long-term gain, irrespective of taxes, up to $3,000.00

  

* Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

 

3) Failure to Pre-clear Sales that result in short-term capital gains

 

Depending on the nature of the violation, the firm may require that all profits realized from sales that result in profits that are defined as “short-term capital gains” by IRC section 1222 and the rules there under, as amended, be disgorged irrespective of taxes. Please note, however, any profits that result from violating the ban on short-term trading are addressed in section 6.C), “Penalty for Violation of Short-Term Trading .”

 

4) Additional Cash Penalties

 

     VP’s, Managing Directors
and Above*
  Other JALLC Personnel
including Principals*
First Offense   None/Warning   None/Warning
Second Offense   $1,000   $200
Third Offense   $2,000   $300
Fourth Offense   $3,000   $400
Fifth Offense   $4,000 & Automatic Notification of the Board of Directors   $500 & Automatic Notification of the Board of Directors

  

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

 

Penalties shall be assessed over a rolling three year period. For example, if over a three year period (year 1 through year 3), a person had four violations, two in year 1, and one in each of the following years, the last violation in year 3 would be considered a fourth offense. However, if in the subsequent year (year 4), the person only had one violation of the policy, this violation would be penalized at the third offense level because over the subsequent three year period (from year 2 through year 4), there were only three violations. Thus, if a person had no violations over a three year period, a subsequent offense would be considered a first offense, notwithstanding the fact that the person may have violated the policy prior to the three year period.

 

* Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

 

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B) Failure to Comply with RePORTING REQUIREMENTS

 

Such violations occur if Jennison does not receive a broker confirmation within ten (10) business days following the end of the quarter in which a transaction occurs or if Jennison does not routinely receive brokerage statements. Evidence of written notices to brokers of Jennison’s requirement and assistance in resolving problems will be taken into consideration in determining the appropriateness of penalties.

 

     VP’s, Managing Directors
and Above *
  Other JALLC Personnel
including Principals*
First Offense   None/Warning   None/Warning
Second Offense   $200   $50
Third Offense   $500   $100
Fourth Offense   $600   $200
Fifth Offense   $700 & Automatic Notification of the Board   $300 & Automatic Notification of the Board

  

* Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

 

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

 

C) Penalty for Violation of Short-Term Trading

 

Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities or the purchase and sale of any Covered Fund that appears on Exhibit D within 60 calendar days, shall be disgorged to the firm. The last in, first out (“LIFO”) method will be used in determining if any exceptions have occurred in the same or equivalent securities or any Covered Fund. Profits realized on such transactions must be disgorged.

 

D) Other policy infringements will be dealt with on a CASE-BY-CASE basis

 

Penalties will be commensurate with the severity of the violation.

 

Serious violations would include:

 

¨        Failure to abide by the determination of the Jennison Compliance Department.

¨        Failure to submit pre-approval for securities in which Jennison actively trades.

 

30
 

  

E) Disgorged Profits

 

Profits disgorged to the firm shall be donated to a charitable organization selected by the firm in the name of the firm. Such funds may be donated to such organization at such time as the firm determines.

 

8. MISCELLANEOUS

 

A) POLICIES AND PROCEDURES REVISIONS

 

These policies and procedures (Code of Ethics, Policy on Insider Trading and Personal Trading Policy and Procedures) may be changed, amended or revised as frequently as necessary in order to accommodate any changes in operations or by operation of law. Any such change, amendment or revision may be made only by Jennison Compliance in consultation with the business groups or areas impacted by these procedures and consistent with applicable law. Such changes will be promptly distributed to all impacted personnel and entities.

 

B) COMPLIANCE

 

The Jennison Chief Compliance Officer shall be responsible for the administration of this Policy. Jennison Compliance continuously monitors for compliance with these policies and procedures, as set forth herein, through its daily pre-clearance process and other means of monitoring, as described above in section 5, Monitoring/Administration. This data that is reviewed and our other means of monitoring ensure that employees are in compliance with the requirements of these policies and procedures. All material obtained during this review, including any analysis performed, reconciliations, violations (and the disposition thereof), exceptions granted is signed by compliance and retained in accordance with section 2, Personal Transaction Reporting Requirements, above.

 

In addition, this Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be reviewed annually for adequacy and effectiveness. Any required revisions will be made consistent with section A above.

 

31
 

 

EXHIBIT A

 

COMPLIANCE AND REPORTING OF PERSONAL TRANSACTIONS MATRIX

 

Investment Category/Method   Sub-Category   Required
Pre-
Approval

(Y/N)
  Reportable
(Y/N)
  If reportable,
minimum
reporting
frequency
BONDS   Treasury Bills, Notes, Bonds   N   N   N/A
    Commercial Paper   N   N   N/A
    Other High Quality Short-Term Debt Instrument 3   N   N   N/A
    Agency   N   Y   Quarterly
    Tax Free Auction Rate Securities   N   Y   Quarterly
    Non tax free Auction Rate Securities   Y   Y   Quarterly
    Corporates   Y   Y   Quarterly
    MBS   Y   Y   Quarterly
    ABS   Y   Y   Quarterly
    CMO’s   Y   Y   Quarterly
    Municipals   N   Y   Quarterly
    Convertibles   Y   Y   Quarterly
    Public Offering   Y   Y   Quarterly
                 
STOCKS   Common   Y   Y   Quarterly
    Preferred   Y   Y   Quarterly
    Rights   Y   Y   Quarterly
    Warrants   Y   Y   Quarterly
    Initial, Secondary and Follow On Public Offerings   Y   Y   Quarterly
    Automatic Dividend Reinvestments   N   N   N/A
    Optional Dividend Reinvestments   Y   Y   Quarterly
   

Direct Stock Purchase Plans with automatic investments

  Y   Y   Quarterly
    Employee Stock Purchase/Option Plan   Y*   Y   *
                 
OPEN-END MUTUAL FUNDS AND ANNUITIES   Affiliated Investments – see Exhibit D.   N   Y   Quarterly
    Non-Affiliated Funds, not managed by Jennison.   N   N   N/A
                 

CLOSED END FUNDS,

UN UNIT INVESTMENT TRUSTS

and ETF

  All Affiliated & Non-Affiliated Funds   N   Y   Quarterly
    Exchange Traded Funds (ETF) 4   Y   Y   Quarterly
    Holders   Y   Y   Quarterly
                 
DERIVATIVES   Any exchange traded, NASDAQ, or OTC option or futures contract, including, but not limited to:            
    Financial Futures   **   Y   Quarterly
    Commodity Futures   N   Y   Quarterly
    Options on Futures   **   Y   Quarterly
    Options on Securities   **   Y   Quarterly

 

 

3 “High Quality Short-Term Debt Instrument” means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency (Moody’s and S&P).

 

* Pre-approval of the sales of securities or exercising of options acquired through employee stock purchase or employee stock option plans are required, except for the exercise of Prudential options (this exception does not apply to certain Designated Employees). Holdings are required to be reported annually; transactions subject to pre-approval are required to be reported quarterly. Pre-approval is not required to participate in such plans, unless you are a Designated Employee.

 

4 These securities which are effected on a broad based index or commodity as indicated on Exhibit B do not require pre-clearance.

 

32
 

  

Investment Category/Method   Sub-Category   Required
Pre-
Approval

(Y/N)
  Reportable
(Y/N)
  If reportable,
minimum
reporting
frequency
    Non-Broad Based Index Options   Y   Y   Quarterly
DERIVATIVES (cont.)   Non Broad Based Index Futures Contracts and Options on Non-Broad Based Index Futures Contracts   Y   Y   Quarterly
    Broad Based Index Options 4   N   Y   Quarterly
    Broad Based Index Futures Contracts and Options on Broad Based Index Futures Contracts 4   N   Y   Quarterly
    Structured Notes   Y   Y   Quarterly
   

 

 

           
CURRENCY      Foreign Currency   N   N   N/A
    Any exchange traded currency trusts   N   Y   N/A
    Currency Options  

 

N

 

 

Y

  N/A
    Currency Futures   N   Y   N/A
    Currency Forwards   N   Y   N/A
    Currency ETFs   N   Y   N/A
                 
LIMITED PARTNERSHIPS, PRIVATE PLACEMENTS, & PRIVATE INVESTMENTS       Y   Y   Quarterly
                 
VOLUNTARY TENDER OFFERS       Y   Y   Quarterly
                 
MANAGED ACCOUNT PROGARMS           Employee Directed Portfolio Transactions   Y   Y   Quarterly

 

** Pre-approval of a personal derivative securities transaction is required if the underlying security requires pre-approval.

 

33
 

 

EXHIBIT B

BROAD-BASED INDICES AND COMMODITIES

 

1. BROAD-BASED INDICES

 

Barclays Capital U.S. Aggregate Index
CBOE Mini-NDX (1 tenth value of NDX Index)
CBOE Dow Jones Industrial Volatility Index
CBOE Volatility Index
CBOE Nasdaq Volatility Index
EUROSTOXX 50
FTSE All-World ex US Index
iBoxx $ Liquid Investment Grade Index
iShares Lehman TIPS
MSCI U.S. Broad Based Market Index
MSCI EAFE
MSCI Emerging Markets
NASDAQ- 100
Russell 3000 Growth
Russell 3000 Value
Russell 3000
Russell 1000
Russell 1000 Growth
Russell 1000 Value
Russell Midcap Growth
Russell Midcap
Russell Midcap Value
Russell 2000
Russell 2000 Value
Russell 2000 Growth
S&P 500 Index
S&P Small Cap 600
S&P Midcap 400
Treasury Indices – any index comprised of Treasury securities

  

2. COMMODITIES

 

Gold Bullion 5

 

 

5 ETFs that track the price of Gold Bullion, including but not limited to GLD, (SPDR Gold Shares) are exempt from the Policy because Jennison does not trade Gold Bullion as a commodity; or ETFs that track the price of Gold Bullion on behalf of firm clients.

 

34
 

 

EXHIBIT C

 

Other Persons Defined by Jennison as Access Persons

 

The following groups of persons have been defined by Jennison as Access Persons because these are individuals who, in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on this Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary as specified on this Exhibit.

 

1. Jennison Directors and Officers who are Prudential Employees

 

Jennison recognizes that a Jennison director or officer who is employed by Prudential (“Prudential Director or Officer”) may be subject to the Prudential Personal Securities Trading Policy (“Prudential’s Policy”), a copy of which and any amendments thereto shall have been made available to Jennison’s Compliance Department. A Prudential Director or Officer does not need to obtain pre-clearance from Jennison’s Compliance Department; provided that the Prudential Director or Officer does not otherwise have access to current Jennison trading activity.

 

For purposes of the recordkeeping requirements of this Policy, Prudential Directors and Officers are required to comply with Prudential’s Policy. Prudential will provide an annual representation to the Jennison Compliance Department, with respect to employees subject to the Prudential Policy, that the employee has complied with the recordkeeping and other procedures of Prudential’s Policy during the most recent calendar year. If there have been any violations of Prudential’s Policy by such employee, Prudential will submit a detailed report of such violations and what remedial action, if any was taken. If an employee is not subject to the Prudential Policy, Prudential will provide a certification that the employee is not subject to the Prudential Policy.

 

2. Outside Consultants and Independent Contractors

 

Outside Consultants and Independent Contractors who work on-site at Jennison and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments in portfolios managed by Jennison will be subject to such policies and procedures as determined by Jennison.

 

35
 

 

EXHIBIT D

 

JENNISON AND PRUDENTIAL MANAGED MUTUAL FUNDS and VARIABLE ANNUITIES (Also known as Covered Funds)

 

A. Jennison Third Party Managed Funds

 

MUTUAL FUNDS

Harbor Funds – Harbor Capital Appreciation Fund

John Hancock Funds II – Capital Appreciation Fund

Northern Funds - Multi-Manager Large Cap Fund

Principal Funds, Inc. – Diversified Real Asset Fund

SEI Institutional Investments Trust - Long Duration Fund

SEI Institutional Investments Trust – Core Fixed Income Fund

SEI Institutional Managed Trust – Core Fixed Income Fund

SEI Institutional Managed Trust – U.S. Fixed Income Fund

HC Capital Trust – The Growth Equity Portfolio

HC Capital Trust – The Institutional Growth Equity Portfolio

Transamerica Funds – Transamerica Jennison Growth

Transamerica Partners Portfolios – Transamerica Partners Large Growth Portfolio

Vanguard Morgan Growth Fund

Vanguard Fenway Funds – Vanguard Growth Equity Fund

Franklin K2 Alternative Strategies Fund

 

FUND OPTIONS AVAILABLE IN VARIABLE ANNUITY & INSURANCE PRODUCTS

Transamerica Series Trust – Transamerica Jennison Growth VP

John Hancock Trust – Capital Appreciation Trust

Metropolitan Series Fund, Inc. – Jennison Growth Portfolio

Ohio National Fund, Inc. – Capital Appreciation Portfolio

Pacific Select Fund – Health Sciences Portfolio

Columbia Funds Variable Series Trust II – Variable Portfolio - Jennison Mid Cap Growth Fund

 

B. Prudential Proprietary Mutual Funds and Annuities

 

MUTUAL FUNDS

All funds in the Advanced Series Trust Fund Family

All funds in the Prudential Jennison Fund Family

All funds in The Prudential Series Fund Family

Prudential’s Gibraltar Fund, Inc.

 

VARIABLE ANNUITIES

The Prudential Variable Contract Account - 2

The Prudential Variable Contract Account - 10

 

This Exhibit D may change from time to time and may not always be up-to-date. If you are not sure whether or not you either hold or anticipate purchasing a mutual fund that is either managed by Jennison and Prudential, or is a variable annuity, please contact Compliance.

 

Last update October 31, 2013.

 

36

 

Exhibit (p)(10)

  

 

 

MFS Investment Management Code of Ethics

 

Owner(s):

Chief Compliance Officer

Conflicts Officer

 

Effective Date: November 22, 2013

 

Last Review Date:

November 7, 2013

 

   

Replaces Policy Version Dated: March 27, 2012

 

Contact Persons:

codeofethics@mfs.com

Liz Hurley, Compliance Manager ext. 55836

Jenn Lentz, Compliance Consultant ext. 56588

Katerina Kritikos, Assistant Compliance Consultant

ext. 55837

 

Oversight Committee:

Ethics Oversight Committee

 

Applicability:

All employees of MFS and its subsidiaries

   

 

At the direction of the MFS Code of Ethics Oversight Committee (the “Committee”), the above listed personnel and the MFS Investment Management Compliance Department in general, are responsible for implementing, monitoring, amending and interpreting this Code of Ethics.

  

Page | 1
 

  

Table of Contents

 

Overview and Scope 4
   
Statement of General Fiduciary Principles 5
   
Definitions 6
   
Procedural Requirements of the Code Applicable to MFS Employees 9
   
Use of Required Brokers 10
   
Reportable Funds Transactions and Holdings 10
   
Disclosure of Employee Related Accounts and Holdings 11
   
Transactions Reporting Requirements 11
   
Discretionary Authorization 12
   
Excessive Trading 12
   
Use of MFS Proprietary Information 12
   
Futures and Related Options on Covered Securities 13
   
Initial Public Offering 13
   
Investment Clubs and Investment Contests 13
   
Trading Provisions, Restrictions and Prohibitions 13
   
Preclearance 13
   
Private Placements 15
   
Initial Public Offerings 15
   
Restricted Securities 16
   
Short-Term Trading 16
   
Selling Short 16
   
Service as a Director 16
   
Trading Requirements Applicable to Research Analysts, Research Associates and Portfolio Managers 17
   
Administration and Enforcement of the Code of Ethics 18
   
Beneficial Ownership and Control Exhibit A
   
Reporting Obligations Exhibit B
   
Specific Country Requirements Exhibit C
   
Access Categorization of MFS Business Units Exhibit D

 

Page | 2
 

  

The following related policies and information can be viewed on DIVA or on @mfs under Employee Resources>Company Policies. Policies are also available on the Compliance Department’s intranet site (unless otherwise noted).

 

MFS Inside Information Policy

 

MFS Inside Information Procedures

 

MFS Code of Business Conduct

 

The Code of Ethics for Personal Trading and Conduct for Non-Management Directors

 

The Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds

 

MFS Policy of Handling Complaints

 

MFS-SLF Ethical Wall Policy

 

Current list of MFS’ direct and indirect subsidiaries (located on the Legal Department intranet site)

 

Current list of funds for which MFS acts as adviser, sub-adviser or principal underwriter (“Reportable Funds”)

 

Information Security Policy

 

Antitrust Policy

 

Anticorruption Policy

 

Political Contributions and Activity Policy

 

Social Media Policy

 

Note: The related policies and information are subject to change from time to time.

 

Page | 3
 

  

Overview and Scope

 

The MFS Investment Management Code of Ethics (the “Code”) applies to Massachusetts Financial Services Company as well as all of its direct and indirect subsidiaries (collectively, the “MFS Companies”), and is designed to comply with applicable U.S. federal securities laws. The MFS Compliance Department, under the direction of MFS’ Chief Compliance Officer and the Code of Ethics Oversight Committee (the “Committee”), administers the Code.

 

The provisions of the Code apply to MFS “Employees” wherever located and other persons as designated by the Committee, as detailed on page 6 in Part II of the Definitions section of the Code. In certain non-U.S. countries, local laws or customs may impose requirements in addition to those imposed by the Code. MFS Employees residing in a country identified in Exhibit C are subject to the applicable requirements set forth in Exhibit C, as updated from time to time. The Code complements MFS’ Code of Business Conduct. As an Employee of MFS, you must follow MFS’ Code of Business Conduct, and any other firm-wide or department-specific policies and procedures.

 

This Code does not apply to directors of MFS who are not also MFS Employees (“MFS Non-Management Directors”) or Trustees of MFS’ sponsored SEC registered funds who are not also Employees of MFS (“Fund Non-Management Trustees”). MFS Non-Management Directors and Fund Non-Management Trustees are subject to the Code of Ethics for Personal Trading and Conduct for Non-Management Directors and the Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds, respectively. MFS Employees must be familiar with the Role Limitations and Information Barrier Procedures of these separate codes of ethics. In addition, MFS Employees must understand and comply with the MFS-SLF Ethical Wall Policy.

 

The Code is structured as follows:

 

· Section I identifies the general purpose of the Code.

 

· Section II defines Employee classifications, Employee Related Accounts, Covered Securities and other defined terms used in the Code.

 

· Section III details the procedural requirements of the Code which are applicable to MFS Employees.

 

· Section IV identifies the trading provisions and restrictions of the Code which are applicable to Access Persons and Investment Personnel (as defined in Section II).

 

· Section V details specific trading prohibitions applicable to Research Analysts, Research Associates and Portfolio Managers.

 

· Section VI outlines the administration of the Code, including the imposition and administration of sanctions.

 

· Exhibit A provides additional guidance and examples of beneficial ownership and control.

 

· Exhibit B details the specific reporting obligations for Employees.

 

Page | 4
 

   

I. Statement of General Fiduciary Principles

 

The MFS Investment Advisers and its subsidiaries owe a fiduciary duty to their advisory clients. MFS Heritage Trust Company (“MHTC”) officers providing investment advice to the Collective Investment Trusts (“CITs”) owe a fiduciary obligation to the CITs. All MFS Employees have an obligation to conduct themselves in accordance with the following principles:

 

· You have a fiduciary duty at all times to avoid placing your personal interests ahead of the interests of MFS’ Clients;

 

· You have a duty to attempt to avoid actual and potential conflicts of interest between personal activities and MFS’ Clients’ activities; and

 

· You must not take advantage of your position at MFS to misappropriate investment opportunities from MFS’ Clients.

 

As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest(s) with MFS’ Clients or abuse of your position of trust and responsibility.

 

MFS considers personal trading to be a privilege, not a right . When making personal investment decisions, you must exercise extreme care to ensure that the prohibitions of this Code are not violated. You should conduct your personal investing in such a manner that will eliminate the possibility that your time and attention are devoted to your personal investments at the expense of time and attention that should be devoted to your duties at MFS.

 

In connection with general conduct and personal trading activities, employees (as defined on page 6 in Section II of the Code) must refrain from any acts with respect to MFS’ Clients, which would be in conflict with MFS’ Clients or cause a violation of applicable securities laws, such as:

 

· Employing any device, scheme or artifice to defraud;

 

· Making any untrue statement of a material fact to an MFS Client, or omitting to state a material fact to a client necessary in order to make the statement not misleading;

 

· Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit; or

 

· Engaging in any manipulative practice.

 

It is not possible for the Code to address every situation involving MFS Employees’ personal trading. The Committee is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases with the view of placing MFS’ Clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of the Code will not automatically insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any MFS Client.

 

Page | 5
 

  

II. Definitions

 

The definitions are designed to help you understand the application of the Code to MFS Employees, and in particular, your situation. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. Please contact the Compliance Department if you have any questions. Please refer back to these definitions as you read the Code.

 

A. Categories of Personnel.

 

1. Investment Personnel means and includes:

 

a) Employees in the Equity and Fixed Income Departments, including portfolio managers, research analysts, research associates, traders, support staff, etc; and

 

b) Other persons designated as Investment Personnel by MFS’ Chief Compliance Officer (“CCO”), MFS’ Conflicts Officer (“Conflicts Officer”) or their designee(s), or the Committee.

 

2. Portfolio Managers are Employees who are primarily responsible for the day-to-day management of a portfolio or discrete portion of any portfolio. Research Analysts (defined below) are deemed to be Portfolio Managers with respect to any portfolio or discrete portion of any portfolio managed collectively by a committee of Research Analysts (e.g . , MFS Research Fund).

 

3. Research Analysts are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any portfolio or discrete portion of any portfolio.

 

4. Research Associates are Employees that support Research Analysts and Portfolio Managers by analyzing and presenting information.

 

5. Access Persons are those Employees, who, (i) in the ordinary course of their regular duties, make, participate in or obtain information regarding the purchase or sale of securities by any MFS Client; (ii) have access to nonpublic information regarding any MFS Client’s purchase or sale of securities; (iii) have access to nonpublic information regarding the portfolio holdings of any MFS Client; (iv) have involvement in making securities recommendations to any MFS Client or have access to such recommendations that are nonpublic; or (v) have otherwise been designated as Access Persons by the CCO, the Conflicts Officer or their designee(s), or the Committee. All Investment Personnel (including Portfolio Managers and Research Analysts) are also Access Persons. Please see Exhibit D for the Access Person designations of MFS’ Employees.

 

Page | 6
 

 

6. Non-Access Persons are MFS Employees who are not categorized as Access Persons or Investment Personnel.

 

7. MFS Employees, or Employee, is all officers, directors (excluding non-management directors) and employees of the MFS Companies, and such other persons as designated by the Committee.

 

8. FINRA Affiliated Person is an Employee who is also associated with a FINRA-member firm, or licensed by FINRA.

 

9. Covered Person means a person subject to the provisions of this Code. This includes MFS Employees and their related persons, such as spouses and minor children, as well as other persons designated by the CCO or Conflicts Officer, or their designee(s), or the Committee (who, as the case may be, shall be treated as MFS Employees, Access Persons, Non-Access Persons, Portfolio Managers or Research Analysts, as designated by the CCO or Conflicts Officer, or their designees(s), or the Committee). Such persons may include fund officers, consultants, contractors and employees of Sun Life Financial Inc. providing services to MFS.

 

B. Accounts are all brokerage accounts (excluding 529 Plans) and Reportable Fund accounts.

 

C. Employee Related Account of any person covered under this Code includes but is not limited to:

 

1. The Employee’s own Accounts and Accounts “beneficially owned” by the Employee as described below;

 

2. The Employee’s spouse/domestic partner’s Accounts and the Accounts of minor children and other relatives living in the Employee’s household;

 

3. Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in the Employee’s household have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and

 

4. Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner or other relatives living in the Employee’s household exercises investment discretion or direct or indirect influence or control. For purposes of this definition “direct or indirect influence or control” includes the ability of the Employee to amend or terminate the applicable investment management agreement.

 

See Exhibit A for a more detailed discussion of beneficial ownership and control. For additional guidance in determining beneficial ownership and control, contact the Compliance Department.

 

Page | 7
 

  

Any person subject to this Code is responsible for compliance with these rules with respect to any Employee Related Account, as applicable.

 

D. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and payroll and MFS contributions to the MFS retirement plans.

 

E. CCO means MFS’ Chief Compliance Officer.

 

F. Committee means the Code of Ethics Oversight Committee.

 

G. Conflicts Officer means MFS’ Conflicts Officer.

 

H. Covered Securities are generally all securities. See Exhibit E for application of the Code to the various security types and for a list of securities which are not Covered Securities.

 

I. IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or (if necessary) a foreign financial regulatory authority.

 

J. MFS Client includes any advisory client of the MFS Investment Advisers .

 

K. Private Placement means a security offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions. Examples of private placements include investments in private companies, hedge fund offerings, "crowd funding" / "crowd" source capital and other similar investments. If you are unsure whether the securities are issued in a private placement, you must consult with the Compliance Department).

 

L. Portfolio means any fund or account or any discrete portion of a fund or account of a MFS Client.

 

M. Investment Related Proprietary Information is information in which MFS has invested its own resources or soft dollars to acquire or develop and/or taken reasonable measures to keep confidential. It does not include information that is generally known or is readily ascertainable. Examples of Proprietary Information include, but are not limited to, internally developed research, research acquired with soft dollars, portfolio transactions and portfolio holdings.

 

N. Reportable Fund means any fund for which a MFS Company acts as investment adviser, sub-adviser or principal underwriter. Such funds include MFS’ retail funds, MFS Variable Insurance Trust, MFS Variable Insurance Trust II, MFS Institutional Trust, and funds for which MFS serves as sub-adviser, as well as MFS offshore funds (e.g., MFS Meridian Funds). See the PTA home page or compliance intranet site for a link to the list of Reportable Funds.

 

Page | 8
 

  

O. MFS Investment Advisers means MFS Investment Management, MFS Institutional Advisors, Inc., MFS Investment Management Canada Ltd., MFS International Ltd., MFS International (U.K.) Limited, MFS International Singapore Pte Ltd. and MFS Investment Management K.K.

 

III. Procedural Requirements of the Code Applicable to MFS Employees (Non-Access Persons, Access Persons and Investment Personnel)

 

A. Compliance with Applicable Federal Securities Laws:

 

The MFS Companies are subject to extensive regulation. As an MFS Employee, you must comply not only with all applicable federal securities laws but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable federal securities laws. MFS Employees residing outside the U.S. must also comply with local securities laws (see Exhibit C for specific country requirements). In addition, MFS Employees must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of MFS Clients, whether or not covered by the provisions of this policy.

 

B. Reporting Violations:

 

MFS Employees are required to report any violation, whether their own or another individual’s, of the Code, Inside Information Policy and related procedures, Code of Business Conduct, MFS’ Business Gift and Entertainment Policy, Information Security Policy, Political Contributions and Activities Policy, Social Media Policy, Anticorruption Policy and Antitrust Policy and any amendments thereto (collectively, the “Conduct Policies”). Reports of violations other than your own may be made anonymously and confidentially to the MFS Corporate Ombudsman, as provided for in the MFS Policy of Handling Complaints. Alternatively, you may contact the CCO or the Conflicts Officer or their designee(s).

 

C. Certification of Receipt and Compliance:

 

1. Initial Certification (New Employee).

 

Within 10 calendar days of commencement of employment, each new MFS Employee must certify that they have read and understand the provisions of the Conduct Policies. This certification must be completed using the Code of Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using paper forms.

 

Page | 9
 

  

2. Quarterly Certification of Compliance.

 

On a quarterly basis, Employees will be expected to certify that they: (i) have been directed to electronic copies of the then current Conduct Policies; (ii) have read and understand the Conduct Policies and recognize that they are subject to their requirements; and (iii) have complied with all applicable requirements of the Conduct Policies. This certification shall apply to all Employee Related Accounts, and must be completed using the Code of Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

 

D. Use of Required Brokers:

 

Employees located in the U.S. are required to maintain Employee Related Accounts at, and execute all transactions in Covered Securities through, one or more broker-dealers as determined by the Committee. (A list of required brokers is located on https://mfs.ptaconnect.com ). New Employees should initiate a transfer of Employee Related Accounts to one or more of the required brokers within 45 days of their hire date. Upon opening such an Account, Employees are required to disclose the Account to the Compliance Department. MFS Employees must also agree to allow the broker-dealer to provide the Compliance Department with electronic reports of Employee Related Accounts and transactions executed therein and to allow the Compliance Department to access all Account information. In addition, if the Compliance Department detects an Employee Related Account that was not reported by the Employee, the Compliance Department will request all statements since the Employee's hire date.

 

Employees located in the U.S. are required to receive approval from the Committee to maintain an Employee Related Account with broker-dealers other than those on the required brokers list. Permission to open or maintain an Employee Related Account with a broker-dealer other than those on the list of approved brokers will not be granted or may be revoked if, among other things, transactions are not reported as described below in Transactions Reporting Requirements, Section III G. The Committee may grant or withhold approval to Employees to open or maintain an Employee Related Account with broker-dealers other than those on the required brokers list in its sole discretion. Employees should not have any expectation that the Committee will grant approval to open or maintain an Employee Related Account with any broker-dealer other than one on the required brokers list.

 

E. Reportable Funds Transactions and Holdings:

 

Employees are required to purchase and maintain investments in Reportable Funds sponsored by MFS through MFS, or another entity designated by MFS for Reportable Funds not available for sale in the U.S. Transactions and holdings in sub-advised Reportable Funds or Reportable Funds not available for sale in the U.S. must be reported as described in Sections III-F and III-G below. (See the PTA homepage and the compliance intranet site for a list of products sub-advised by MFS.)

 

Page | 10
 

  

In addition, MFS Employees are subject to the same policies against excessive trading that apply for all shareholders in Reportable Funds. These policies, which are described in the Reportable Funds’ prospectuses, are subject to change.

 

F. Disclosure of Employee Related Accounts and Holdings (for details on the specific reporting obligations, see Exhibit B):

 

1. Initial Report.

 

Each new Employee must disclose to the Compliance Department all Employee Related Accounts and all holdings in Covered Securities whether or not held in an Employee Related Account within 10 calendar days of their hire. This includes Covered Securities held directly with the transfer agent or in a dividend reinvestment plan. This report must be made using the Code of Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. Also, any Employee Related Accounts newly associated with an Employee, through marriage or any other life event, must be disclosed promptly but no later than prior to completion of the next Quarterly Certification..

 

2. Annual Update.

 

On an annual basis, Employees will be required to make an annual update of their Employee Related Accounts and all holdings in Covered Securities, whether or not held in an Employee Related Account. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to holdings in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

 

G. Transactions Reporting Requirements:

 

Each Employee must either report and/or verify all transactions in Covered Securities. Reports must show any purchases or sales for all Covered Securities whether or not executed in an Employee Related Account. Reports must show any purchases or sales for all Covered Securities. Employees must submit a quarterly report within 30 days of calendar quarter end even if they had no transactions in Covered Securities within the quarter. Reports must be submitted using the Code of Ethics system at https://mfs.ptaconnect.com . The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. For purposes of this report, transactions in Covered Securities that are affected in Automatic Investment Plans need not be reported. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to transactions in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

 

Page | 11
 

   

H. Employees on Leave:

 

Active Employees who are on leave from MFS are still MFS Employees and as such are subject to the Code as well as to MFS’ other Conduct Policies. Active Employees on leave must continue to report holdings and transactions while on leave consistent with the requirements of Section III. Active Employees on leave will be required to preclear trades if such employees are Access Persons or Investment Personnel and to certify to their compliance for the period of their leave, including verification of transactions and holdings reports, upon their return to work. Inactive Employees who are no longer Access Persons under the Code will not be subject to the Code for the duration of such period of inactivity.

 

I. Discretionary Authorization:

 

Generally, Employees are prohibited from exercising discretion over Accounts in which they have no beneficial interest. Under limited circumstances, and only with prior written approval from the Compliance Department, an Employee may be permitted to exercise such discretion. In addition, Employees must receive prior written approval from the Compliance Department before: (i) assuming power of attorney related to financial or investment matters for any person or entity; or (ii) accepting a position on an investment committee for any entity. Further, Employees must notify the Compliance Department upon becoming an executor or trustee of an estate.

 

J. Excessive Trading:

 

Excessive or inappropriate trading that interferes with job performance or compromises the duty that MFS owes to MFS Clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Compliance Department and reported to senior management for review. A pattern of excessive trading may lead to disciplinary action under the Code.

 

K. Use of MFS' Investment Related Proprietary Information:

 

MFS’ investment recommendations and other Investment Related Proprietary Information are for the exclusive use of MFS Clients. For purposes of this paragraph, MFS Clients include clients of PPM Sponsors and exclude PPM Sponsors themselves. Employees should not use MFS’ Investment Related Proprietary Information for personal benefit or to benefit others. For the avoidance of doubt, this means that you should not recommend securities to non clients based on MFS Investment Related Proprietary Information.

 

Page | 12
 

  

Any pattern of personal trading or emails suggesting use of MFS’ Investment Related Proprietary Information will be investigated by the Compliance Department. Any misuse or distribution in contravention of MFS policies of MFS’ investment recommendations is prohibited. Personal trading conducted in a manner consistent with the pre-clearance rules and other provisions of the Code is presumed not to be in violation of this section. This presumption, however, is rebuttable if trading patterns and/or other activities indicate otherwise.

 

L. Futures, Options and Other Derivatives on Covered Securities and Exchange Traded Funds ("ETFs") and Exchange Traded Notes ("ETNs"):

 

Employees are prohibited from using derivatives on Covered Securities or ETFs and ETNs to evade the restrictions of this Code. Employees may not use derivatives with respect to a Covered Security or make an investment in an ETF/ETN in order to gain exposure to a Covered Security if the Code would prohibit taking the same position directly in the Covered Security. For example, if a pre-clearance request to buy a security is denied, trading an ETF that has 10% exposure to the same underlying security would be considered a violation of the Code.

 

M. Initial Public Offerings:

 

Employees are generally prohibited from purchasing equity securities in an IPO. Contact the Compliance Department to determine eligibility.

 

N. Investment Clubs and Investment Contests:

 

MFS generally prohibits Employees from direct or indirect participation in investment clubs and investment contests. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes or winnings as a result of participation in such activities. Employees should understand that this prohibition applies with equal force to an investment contest in which contest winners do not win a prize with any monetary value.

 

IV. Trading Provisions, Restrictions and Prohibitions Applicable to All Access Persons and Investment Personnel (collectively, “Access Persons” unless otherwise noted)

 

A. Pre-clearance:

 

Access Persons must pre-clear before effecting a personal transaction in any Covered Security, except for Reportable Funds. Note: All closed-end funds, including closed-end funds managed by MFS, must be pre-cleared.

 

Page | 13
 

  

Generally, a pre-clearance request will not be approved if it would appear that the trade could have a material influence on the market for that security or would take advantage of, or hinder, trading by any MFS Client within a reasonable number of days. Additionally, any pre-clearance request may be evaluated to determine compliance with other provisions of the Code relevant to the trade or as market or other conditions warrant.

 

To avoid inadvertent violations, good-till-cancelled orders are not permitted.

 

Pre-clearance requests will generally be limited to US trading hours with the exception of international employees where pre-clearance is permitted during a specific time-frame as determined by the Committee.

 

· Information regarding current pre-clearance hours is available on the Code of Ethics system at https://mfs.ptaconnect.com .

 

Except as otherwise determined by the Committee, pre-clearance approval is good for the same business day authorization is granted (with the exception of employees located in Japan, Hong Kong, Singapore and Australia who have an additional day to execute a trade).

 

· In order to pre-clear, an Access Person must enter his/her trade request into the Code of Ethics system ( https://mfs.ptaconnect.com ) on the day they intend to trade.

 

By seeking pre-clearance, Access Persons will be deemed to be advising the Compliance Department that they (i) do not possess any material, nonpublic information relating to the security or the issuer of the security; (ii) are not using knowledge of any proposed trade or investment program relating to any MFS Client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the Compliance Department. Pre-clearance may be denied for any reason. An Access Person is not entitled to receive any explanation if their pre-clearance request is denied.

 

Pre-clearance is not required for the below list of transactions. Please see Exhibit E for whether these transactions need to be reported:

 

· Purchases or sales that are not voluntary, which include but are not limited to: tender offers, transactions executed by a broker to cover a negative cash balance in an account, broker disposition of fractional shares, and debt maturities. Transactions executed as a result of a margin call or forced cover of a short position do not fall under this exception and must be pre-cleared;

 

· Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance;

 

· Transactions in securities not covered by this Code, or other security types for which pre-clearance is not required (see Exhibit E); and

 

Page | 14
 

  

· Subject to prior approval from the Committee, trades in an account where investment discretion is maintained by or delegated to an independent third party.

 

B. Private Placements:

 

Access Persons must obtain prior approval from the Compliance Department before participating in a Private Placement including a Private Placement of a pooled vehicle managed by MFS. The Compliance Department will consult with the Committee and other appropriate parties in evaluating the request. To request prior approval, Access Persons must provide the Compliance Department with a completed Private Placement Approval Request (see Exhibit F). Access Persons are prohibited from participating in “Private Investments in Public Equity Securities" transactions (commonly referred to as “PIPES” offerings).

 

If the request is approved, the Access Person must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see Section III. F. and Section III. G.).

 

If the Access Person is also a Portfolio Manager and has a material role in the subsequent consideration of securities of the issuer (or one that is affiliated) by any MFS Client portfolio after being permitted to make a Private Placement, the following steps must be taken:

 

1. The Portfolio Manager must disclose the Private Placement interest to a member of MFS’ Investment Management Committee.

 

2. An independent review by the Compliance Department in conjunction with other appropriate parties must be obtained for any subsequent decision to buy any securities of the issuer (or one that is affiliated) for the Portfolio Manager’s assigned client portfolio(s) before buying for the portfolio(s). The review must be performed by the Compliance Department in consultation with other appropriate parties.

 

C. Initial Public Offerings and Secondary Offerings:

 

Access Persons are generally prohibited from purchasing securities in either an IPO or a secondary offering. Under limited circumstances and only with prior approval from the Compliance Department, in consultation with the Committee and/or other appropriate parties, certain Access Persons may purchase equity securities in an IPO or a secondary offering, provided the Compliance Department and/or other appropriate parties determines such purchase does not create a reasonable prospect of a conflict of interest with any Portfolio. To request permission to purchase equity securities in an IPO or a secondary equity offering, the Access Person must provide the Compliance Department with a completed request form (see Exhibit G). To request permission to purchase new issues of fixed income securities, the Access Person must pre-clear the security using the Code of Ethics system at https://mfs.ptaconnect.com .

 

Page | 15
 

  

D. Restricted Securities:

 

Access Persons may not trade for their Employee Related Accounts securities of any issuer that may be on any complex-wide restriction list maintained by the Compliance Department.

 

E. Short-Term Trading:

 

All Access Persons are prohibited from profiting by entering into opening and subsequent closing transactions involving the same or equivalent Covered Security within 60 calendar days. 1 Profits from such trades must be disgorged (surrendered) in a manner acceptable to MFS. Any disgorgement amount shall be calculated by the Compliance Department, the calculation of which shall be binding. This provision does not apply to:

 

· Transactions in Covered Securities that are exempt from the pre-clearance requirements described above (see Exhibit E);

 

· Transactions in Covered Securities executed in an Employee Related Account where investment discretion is maintained by or delegated to an independent third party, and the Committee has exempted the Account from preclearance requirements in Section IV. A.; or

 

· Transactions effected through an Automatic Investment Plan.

 

F. Selling Short:

 

Access Persons must not sell securities short. This prohibition includes option transactions designed to achieve the same result, such as writing naked calls or buying puts without a corresponding long position.

 

G. Service as a Director:

 

Access Persons must obtain prior approval from the Compliance Department to serve on a board of directors or trustees of a publicly traded company or a privately held company that is reasonably likely to become publicly traded within one year from the date the Access Person joined the board (for purposes of the Code, a registered investment company that issues redeemable securities registered under the Securities Act of 1933 constitutes a publicly traded company even though no secondary market transactions may occur). In the event an Access Person learns that a privately held company for which the Access Person serves as a director or trustee plans to make a public offering, the Access Person must promptly notify the Compliance Department. Access Persons serving as directors or trustees of publicly traded companies may be isolated from other MFS Employees through “information barriers” or other appropriate procedures.

 


1 Opening transactions may include but are not limited to: buying securities long, selling securities short, buying a call to open, selling a call to open, buying a put to open and selling a put to open. Note: certain of these transactions are prohibited outright under Section IV-F of the Code. Please contact the Compliance Department with any questions with respect to the application of this prohibition.

 

Page | 16
 

  

Access Persons who would like to serve on a board of directors or trustees of a non-profit organization or a privately held company that is not reasonably likely to become publicly traded within one year from the date the Access Person joined the board should refer to the Code of Business Conduct prior to participating in the outside activity.

 

V. Trading Requirements Applicable to Research Analysts, Research Associates and Portfolio Managers

 

A. Portfolio Managers Trading in Reportable Funds:

 

No Portfolio Manager shall buy and sell (or sell and buy) shares within 14 calendar days for his or her Employee Related Accounts of any Reportable Fund with respect to which he or she serves as a Portfolio Manager. This provision does not apply to transactions effected through an Automatic Investment Plan.

 

B. Portfolio Managers Trading Individual Securities:

 

Portfolio Managers are prohibited from trading a security for their Employee Related Accounts (a) for seven calendar days after a transaction in the same or equivalent security in a Portfolio for which he or she serves as Portfolio Manager and (b) for seven calendar days before a transaction in the same or similar security in a Portfolio for which he or she serves as Portfolio Manager if the Portfolio Manager had reason to believe that such Portfolio was reasonably likely to trade the same or similar security within seven calendar days after a transaction in the Portfolio Manager’s Employee Related Accounts. If a Portfolio Manager receives pre-clearance authorization to trade a security in his or her Employee Related Account, and subsequently determines that it is appropriate to trade the same or equivalent security in a Portfolio for which the Employee serves as Portfolio Manager, the Portfolio Manager must contact the Compliance Department prior to executing any trades for his or her Employee Related Account and/or Portfolio.

 

C. Affirmative Duty to Recommend Suitable Securities:

 

Research Analysts have an affirmative duty to make unbiased and timely recommendations to MFS Clients. Research Analysts and Research Associates are prohibited from trading a security they researched on behalf of MFS, or are assigned to research, in an Employee Related Account if he or she has not communicated information material to an investment decision about that security to MFS Clients in a research note. In addition, Research Analysts are prohibited from refraining to make timely recommendations of securities in order to avoid actual or potential conflicts of interest with transactions in those securities in Employee Related Accounts. For purposes of this and similar provisions herein, including information in a research note or a revised research note constitutes communication to an MFS client.

 

Page | 17
 

  

VI. Administration and Enforcement of the Code of Ethics

 

A. Applicability of the Code of Ethics’ Provisions:

 

The Committee, or its designee(s), has the discretion to determine that the provisions of the Code do not apply to a specific transaction or activity. The Committee will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any Employee who would like such consideration must submit a request in writing to the Compliance Department.

 

B. Review of Reports:

 

The Compliance Department will regularly review and monitor the reports filed by Covered Persons. Employees and their supervisors may or may not be notified of the Compliance Department’s review.

 

C. Violations and Sanctions:

 

Any potential violation of the provisions of the Code or related policies will be investigated by the Compliance Department, or, if necessary, the Committee. If a determination is made that a violation has occurred, a sanction may be imposed. Sanctions may include, but are not limited to, one or more of the following: a warning letter, fine, profit surrender, personal trading ban, termination of employment or referral to civil or criminal authorities. Material violations will be reported promptly to the Board of Trustees of the Reportable Funds or relevant committee(s) of the Board.

 

D. Appeal of Sanction(s):

 

Employees deemed to have violated the Code may appeal the determination by providing the Compliance Department with a written explanation within 30 days of being informed of the outcome. If appropriate, the Compliance Department will review the matter with the Committee. The Employee will be advised whether the sanction(s) will be imposed, modified or withdrawn. Such decisions on appeals are binding. The Employee may elect to be represented by counsel of his or her own choosing and expense.

 

E. Amendments and Committee Procedures:

 

The Committee will adopt procedures that will include periodic review of this Code and all appendices and exhibits to the Code. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to reflect updated business practices. The Committee shall submit any such amendments to MFS’ Policy Committee for approval and the MFS Internal Compliance Controls Committee for ratification. In addition, the Committee shall submit any material amendments to this Code to the Board of Trustees of the Reportable Funds, or its designee(s), for approval no later than 6 months after adoption of the material change.

 

Page | 18
 

 

Exhibit A

 

Beneficial Ownership and Control

 

The MFS Investment Management Code of Ethics (the “Code”) states that the Code’s provisions apply to accounts beneficially owned by the Employee, as well as accounts under direct or indirect influence or control of the Employee. Essentially, a person is considered to be a beneficial owner of accounts or securities when the person has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:

 

· Accounts and securities held by immediate family members sharing the same household; and

 

· Securities held in trust (certain exceptions may apply at the discretion of the Committee).

 

In addition, the Code may apply to accounts under the direct or indirect influence or control of the Employee even when the Employee is not considered a beneficial owner.

 

Practical Application

 

· If an adult child is living with his or her parents: If the child is living in the parents’ house, but does not financially support the parent, the parents’ accounts and securities are not beneficially owned by the child. If the child works for MFS and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code. If, however, one or both parents work for MFS, and the child is supported by the parent(s), the child’s accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child’s accounts and securities.

 

· Co-habitation (domestic partnership): Accounts where the employee is a joint owner, or listed as a beneficiary, are subject to the Code. If the Employee contributes to the maintenance of the household and the financial support of the partner, the partner’s accounts and securities are beneficially owned by the employee and are therefore subject to the Code.

 

· Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another’s accounts and securities.

 

· UGMA/UTMA accounts: If the Employee, or the Employee’s spouse, is the custodian for a minor child, the account is beneficially owned by the Employee. If someone other than the Employee, or the Employee’s spouse, is the custodian for the Employee’s minor child, the account is not beneficially owned by the Employee. If the Employee, or the Employee’s spouse, is the beneficiary of the account and is age of majority (i.e., 18 years or older in Massachusetts) then the account is beneficially owned by the Employee/Spouse.

 

A- 1
 

 

Exhibit A

 

· Transfer on Death accounts (“TOD accounts”): TOD accounts where the Employee becomes the registrant upon death of the account owner are not beneficially owned by the Employee until the transfer occurs (this particular account registration is not common).

 

· Trusts:

 

o If the Employee is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity (see the Code of Business Conduct) and generally will be subject to case-by-case review for Code applicability.

 

o If the Employee is a beneficiary and does not share investment control with a trustee, the Employee is not a beneficial owner until the trust is distributed.

 

o If an Employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Employee.

 

o If the Employee is a trustee and a beneficiary, the trust is beneficially owned by the Employee.

 

o If the Employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Employee.

 

o If the Employee is a settler of a revocable trust, the trust is beneficially owned by the Employee.

 

o If the Employee’s spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code.

 

· College age children: If an Employee has a child in college and still claims the child as a dependent for tax purposes, the Employee is a beneficial owner of the child’s accounts and securities.

 

· Powers of attorney: If an Employee has been granted power of attorney over an account, the Employee is not the beneficial owner of the account until such time as the power of attorney is triggered to permit the employee to trade or make other investment decisions.

 

· Outside Business Activities (See Code of Business Conduct):

 

o If the Employee serves in a role that requires that he/she exercise investment discretion with respect to Covered Securities, then the related Account is considered to be under the control or influence of the Employee.

 

o If the Employee serves in a role that requires/allows that he/she delegate investment discretion to an independent third party, then the activity will be subject to a case by case review for Code applicability.

 

A- 2
 

  

Exhibit C

 

Reporting Obligations

 

A. Initial and Annual Holdings Reports

 

    Employees must file initial and annual holdings reports (“Holdings Reports”) as follows.

 

1. Content of Holdings Reports

 

· The title, number of shares and principal amount of each Covered Security;

 

· The name of any broker or dealer with whom the Employee maintained an account in which ANY securities were held for the direct or indirect benefit of the Employee; and

 

· The date the Employee submits the report.

 

2. Timing of Holdings Reports

 

· Initial Report - No later than 10 days after the person becomes an Employee. The information must be current as of a date no more than 45 days prior to the date the person becomes an Employee.

 

· Annual Report – Annually, and the information must be current as of a date no more than 45 days before the report is submitted.

 

3. Exceptions from Holdings Report Requirements

 

    No holdings report is necessary:

 

· For holdings in securities that are not Covered Securities; or

 

· With respect to securities held in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.

 

B. Quarterly Transaction Reports

 

Employees must file a quarterly transactions report (“Transactions Report”) with respect to:

 

(i) any transaction during the calendar quarter in a Covered Security in which the Employee had any direct or indirect beneficial ownership; and

 

(ii) any account established by the Employee during the quarter in which ANY securities were held during the quarter for the direct or indirect benefit of the Employee.

 

C- 1
 

 

Exhibit C

 

Brokerage statements may satisfy the Transactions Report obligation provided that they contain all the information required in the Transactions Report and are submitted within the requisite time period as set forth below.

 

1. Content of Transactions Report

 

a. For Transactions in Covered Securities

 

· The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

 

· The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

· The price of the Covered Security at which the transaction was effected;

 

· The name of the broker, dealer or bank with or through which the transaction was effected; and

 

· The date the report was submitted by the Employee.

 

b. For Newly Established Accounts Holding ANY Securities

 

· The name of the broker, dealer or bank with whom the Employee established the account;

 

· The date the account was established; and

 

· The date the report was submitted by the Employee.

 

2. Timing of Transactions Report

 

No later than 30 days after the end of the calendar quarter.

 

3. Exceptions from Transactions Report Requirements

 

No Transactions Report is necessary:

 

· For transactions in securities that are not Covered Securities;

 

· With respect to transactions effected pursuant to an Automatic Investment Plan; or

 

· With respect to transactions in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.

 

C- 2
 

 

Exhibit C

 

Specific Country Requirements

 

(For MFS Employees Located in Offices Outside of the U.S.)

 

United Kingdom

 

The UK Financial Conduct Authority rules on personal account dealing are contained in Chapter 11 of the FCA Handbook’s Conduct of Business Sourcebook (“COBS”). Further details of the compliance requirements in relation to COBS are in the MFS International (UK) Limited (“MIL UK”) Compliance Manual.

 

As an investment management organization, MIL UK has an obligation to implement and maintain a meaningful policy governing the investment transactions of its employees (including directors and officers). In accordance with COBS 11.7.1R, this policy is intended to minimize conflicts of interest, and the appearance of conflicts of interest, between the employees and clients of MIL UK, as well as to effect compliance with the provisions of part (V) of the Criminal Justice Act 1993, which relates to insider dealing, and part (VIII) of the Financial Services and markets Act 2000, which relates to market abuse and the FCA’s Code of Market Conduct. This policy is incorporated by reference into the MIL UK Compliance Manual, which should be read in conjunction with this Code.

 

Under COBS, MIL UK must take reasonable steps to ensure that any investment activities conducted by employees do not conflict with MIL UK’s duties to its customers. In ensuring this is and continues to be the case, MIL UK must ensure it has in place processes and procedures which enable it to identify and record any employee transactions and permission to continue with any transaction is only given where the requirements of COBS are met.

 

In addition, in respect of UK-based employees, spread betting on securities is prohibited.

 

For specific guidance, please contact the MIL UK Compliance Officer.

 

Japan

 

MFS Investment Management K.K., MFS’ subsidiary in Japan (“MIMkk”), and its employees, are under the supervision of the Japanese FSA and Kantoh Local Financial Bureau as an investment manager registered in Japan. MIMkk and its employees are regulated by the following laws/guidelines.

 

· Financial Instruments and Exchange Law, Chapter VI – Regulations for Transactions, etc. of Securities.

 

· Guideline for Prohibition of Insider Trading by Japan Securities Investment Advisers Association (”JSIAA”).

 

· Guideline for Monitoring Personal Trading by Investment Trust (Toshin) Association (“ITA”).

 

In addition, MIMkk employees are prohibited from holding Covered Securities for a period less than six months.

 

C- 3
 

 

Exhibit C

 

This policy is incorporated by reference into the MIMkk Compliance Manual, which should be read in conjunction with this Code.

 

For specific guidance, please contact Tatsuya Shimizu , MIMkk’s Compliance Officer.

 

C- 4
 

 

Exhibit D

 

Access Categorization of MFS Departments

 

Employees assigned to the following business units, departments or roles have been designated as “Access Persons”:

 

· Management Group

 

· Equity

 

· Fixed Income

 

· Compliance

 

· Fund Treasury

 

· Information Technology

 

· Global Investment Support

 

· Internal Audit

 

· Legal

 

· Finance

 

· MFD

 

· MFSI

 

· ARG

 

· IGS

 

· MIL

 

· Employees who are members of the Management Committee, the Operations Committee or the Senior Leadership Team

 

· Employees who have access to the Investment Research System, the equity trading system or the fixed income trading system

 

· Employees who have access to any system containing information related to current portfolio holdings

 

 

 

Employees assigned to the following business units, departments or roles have been designated as “Non-Access”:

 

· Human Resources

 

· Service Center

 

· Corporate Services and Property Management

 

D- 1
 

  

Exhibit E

 

Security Types and Pre-Clearance and Reporting Requirements

 

(This list is not all inclusive and may be updated from time to time. Contact the Compliance Department for additional guidance.)

 

Security Type   Pre-clearance
Required?
  Transactions and
Holdings
Reporting
Required?
Mutual Funds        
Open-end investment companies which are not Reportable Funds   No   No
Non-MFS 529 Plans   No   No
Reportable Funds (excluding MFS money market funds)   No   Yes
Closed-end funds (including MFS closed-end funds)   Yes   Yes
Unit investment trusts which are exclusively invested in one or more open-end funds, none of which are Reportable Funds   No   No
Exchange Traded Funds (ETFs) and Exchange Traded Notes (ETNs) including options and structured notes on ETFs and ETNs   No   Yes
Equities        
Equity securities (including REITS)   Yes   Yes
Options, futures and structured notes on equity securities   Yes   Yes
Fixed Income        
Corporate bond securities   Yes   Yes
Municipal bond securities   Yes   Yes
High yield bond securities   Yes   Yes
Options, futures and structured notes on fixed income securities   Yes   Yes
U.S. Treasury Securities and other obligations backed by the good faith and credit of the U.S. government   No   No

 

E- 1
 

 

Exhibit E

 

Debt obligations that are NOT backed by the good faith and credit of the U.S. government (such as Fannie Mae bonds)   Yes   Yes
Foreign government issued securities   No   Yes
Variable rate demand obligations and municipal floaters   No   No
Money market instruments, including commercial paper, bankers’ acceptances, certificates of deposit and repurchase agreements, auction-rate preferred and short-term fixed income securities with a maturity of less than one year   No   No
Other        
Private placements (including real estate limited partnerships or cooperatives) 2   Yes   Yes
Foreign currency including options and futures on foreign currency 3 , 4   No   No
Commodities and options and futures on commodities   No   Yes
Options, futures and structured notes based on a security index   No   Yes
Private MFS stock and private shares of Sun Life of Canada (U.S.) Financial Services Holdings, Inc 5   No   No
Sun Life Financial Inc   Yes   Yes

 


2 Note that while transactions in these securities are not required to be pre-cleared using the Code of Ethics Online system, you must obtain prior approval from the Compliance Department before participating in a private placement. See Section IV. B. of the Code.

3 Please remember to report all accounts. On a case by case basis, Compliance may require transaction and holding reporting.  

4 To comply with U.S. Commodity Futures Trading Commission Rule 4.23(b)(1) and (2)(ii), MFS principals (for purposes of commodity pool operator registration) must report transactions and holdings.  

5 The common stock of Massachusetts Financial Services Company (which is not a publicly-traded company) and the common stock of Sun Life of Canada (U.S.) Financial Services Holdings, Inc. (which is also not a publicly-traded company) are considered to be Covered Securities under this Code. Employees need not pre-clear or report such stock on transactions or holdings reports pursuant to SEC No-Action Letter, Investment Company Institute, November 27, 2000.

 

E- 2
 

 

Exhibit F

 

 Private Placement Approval Request 6

 

Please Print

 

Employee Name:_____________________________

 

Employee Position:___________________________

 

Name of Company:_____________________________________________________________

 

Dollar amount of private placement:________________________________________________

 

Dollar amount of your intended investment:__________________________________________

 

Does this company have publicly traded securities? ¨  Yes ¨   No

 

How were you offered the opportunity to invest in this private placement?____________________________

 
 

 

 

What is the nature of your relationship with the individual or entity?___________________________________

 
 

 

 

Was the opportunity because of your position with MFS?______________________________________________________________________

 

Would it appear to a regulator or other parties that you are being offered the opportunity to participate in an exclusive, very limited offering as a way to curry favor with you or your colleagues at MFS?______________________________________________________________________

 

Are you inclined to invest in the private placement on behalf of the funds/accounts you manage?

 

¨  Yes ¨ No

 

Would any other MFS funds/accounts want to invest in this private placement?

 

¨   Yes ¨  No

 

Date you require an answer:_____________________________________________________

 

Attachments: ¨     business summary ¨     prospectus ¨    offering memorandum

 


6 Access Persons are prohibited from participating in “Private Investments in Public Equity Securities” transactions (commonly referred to as “PIPES” offerings).

 

F- 1
 

 

Exhibit G

 

Initial Public Offering Approval Request

 

Please Print.

 

Employee Name:_____________________________ Employee Position:____________________________

 

MFS Phone Extension:______________________________

 

Name of Company:_______________________________________________________________________

 

Aggregate Dollar amount of IPO :__________ Dollar amount of your intended investment:_________________

 

Maximum number of shares you intend to purchase? _____________________________________________

 

Is your spouse an employee of the company?

 

¨  Yes ¨  No

 

Is your spouse being offered the opportunity to participate in the IPO solely as a result of his or her employment by the company?

 

¨  Yes ¨  No If no, please explain. ¨  Not Applicable

 

 

 

Does the ability to participate in the IPO constitute a material portion of your spouse’s compensation for being employed by the company?

 

¨  Yes ¨  No ¨  Not Applicable

 

Could it appear to the SEC or other parties that you (or your spouse) are being offered the opportunity to participate in the IPO because of your position at MFS or as a way to curry favor with MFS?

 

¨   Yes ¨   No If yes, please explain:  

 

 

 

Are the IPO shares being offered to your spouse as part of a separate pool of shares allocable solely to company employees?

 

¨   Yes ¨  No ¨ Not Applicable

 

Are such shares part of a so-called “friends and family” or directed share allocation?

 

¨   Yes ¨  No

 

If your spouse chooses not to participate in the IPO, will the shares that your spouse chooses not to purchase be re-allocated to the general public or to other company insiders?

 

¨   General Public ¨   Other Company Insiders ¨   Not Applicable

 

If you are a portfolio manager, are the funds/accounts you manage likely to participate in the IPO?

 

¨   Yes ¨   No

 

If you are a portfolio manager, are you aware of other funds/account that would be likely to participate in the IPO?

 

¨   Yes ¨   No

 

Are there any other relevant facts or issues that MFS should be aware of when considering your request?

 

¨   Yes ¨  No If yes, please explain:

 

G- 1
 

  

Exhibit G

 

 

 

 

Date you require an answer: _________________, ________. (Note: because IPO approval requests often require additional information and conversations with the company and the underwriters, MFS needs at least three full business days to consider such requests.)

 

Name and address of IPO lead underwriter, and contact person (if available):

 

 

 

Attachments: ¨ offering memorandum ¨ underwriters’ agreement ¨ other materials describing eligibility to participate in IPO.

 

Compliance Use Only

 

¨   Approved ¨ Denied

 

     
Signature   Date
     
     
     
Equity Or Fixed Income Signature   Date

  

G- 2

 

Exhibit (p)(11)

 

 

 

   

Your Global Investment Authority

 

Code of Ethics

March 2014

     
     
    PIMCO'S CODE OF ETHICS:
    SUMMARY OF CONDUCT AND PERSONAL
    TRADING RULES *
     
   

PIMCO’s Code of Ethics ("Code") contains the rules that govern your conduct and personal trading. These rules are summarized below. Please see the Code for more details. 

     
     
    You have the following Fundamental Responsibilities:
     
    ¡     You have a duty to place the interests of Clients first
     
    ¡     You must avoid any actual or potential conflict of interest
     
    ¡     You must not take inappropriate advantage of your position at PIMCO
     
Policy   ¡     You must comply with all applicable Securities and Commodities Laws
     

PIMCO’s Code of Ethics sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your actions and your personal securities transactions.

  

All employees must read and understand the Code.

 

  You must preclear and receive approval for your personal securities transactions 1 by the following two-step process:
   
 

Step 1: To preclear a trade, you must input the details of the proposed trade into the TradeClear system (accessible through the Intranet or via this link ) and follow the instructions.

 

Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your request changes, you must repeat the preclearance process prior to undertaking the transaction. 

 

Effective Date: May 2009    
     
Revised Date:   March 2014    
     
 
 
    1    As used in this Code, the term “personal securities transactions” shall include transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes.
   
  *    Capitalized terms are defined in the Code.

  

 
 

 

Certain types of transactions, such as purchases or sales of government securities (and Derivatives thereon) and open-end mutual funds do not require preclearance and approval. See Sections III.C.2 and III.C.3 of the Code for specific guidance.

 

Black-Out Periods for Portfolio Persons:

 

¡ Purchases within seven days before a Client purchase of the same Security, Derivative, commodity or currency ("Financial Instrument" as defined within Appendix I)

 

¡ Sales within seven days before a Client sale of the same Financial Instrument

 

¡ Purchases and sales within three days following a Client trade in the same Financial Instrument

 

Provisions that may restrict your personal securities transactions:

 

¡ When there are pending client orders in the same Financial Instrument

 

¡ Initial public offerings (with certain exceptions for fixed income and other securities)

 

¡ Private Placements and hedge funds

 

¡ Investments in Allianz SE

 

¡ Black-out periods in closed-end funds advised or subadvised by PIMCO

 

¡ Securities on PIMCO’s Trade Restricted Securities List

 

¡ Section 16 holding periods

 

The Code has other requirements in addition to those summarized above. Please review the entire Code. Remember that you can be sanctioned for failing to comply with the Code. If you have any questions, please ask your local Compliance Officer.

 

CODE OF ETHICS | MARCH 2014 2
 

  

PIMCO CODE OF ETHICS

 

I. Introduction

 

This Code of Ethics (this “Code”) sets out standards of conduct to help PIMCO’s directors, officers and employees (each, an “Employee” and collectively, the “Employees”) 2 avoid potential conflicts that may arise from their actions and their personal securities transactions. You must read and understand this Code. 3 Your local Compliance Officer is the person responsible for administering this Code and can assist you with any questions.

 

II. Your Fundamental Responsibilities

 

PIMCO insists on a culture that promotes honesty and high ethical standards. This Code is intended to assist Employees in meeting the high ethical standards PIMCO follows in conducting its business. The following general fiduciary principles must govern your activities:

 

¡ You have a duty to place the interests of Clients first

 

¡ You must avoid any actual or potential conflict of interest

 

¡ You must not take inappropriate advantage of your position at PIMCO

 

¡ You must comply with all applicable Securities and Commodities Laws

 

If you violate this Code or its associated policies and procedures PIMCO may impose disciplinary action against you, including fines, disgorgement of profits, and possibly suspension and/or dismissal.

 

III. Personal Investments

 

A. In General

 

In general, when making personal investments you must exercise extreme care to ensure that you do not violate this Code and your fiduciary duties. You may not take inappropriate advantage of your position at PIMCO in connection with your personal investments. This Code covers the personal investments of all Employees and their Immediate Family Members (e.g., persons sharing the same household as the Employee). 4 Therefore, you and your Immediate Family Members must conduct all your personal investments consistent with this Code.

 

 

2  PIMCO's supervised persons include certain employees of PIMCO Investments, PIMCO's affiliated broker-dealer. Those persons do not have access to client transactions or holdings. As a result, such persons are subject to the PIMCO Investments Code of Ethics (the "PI Code") rather than the substantive provisions of this Code, and the provisions of the PI Code, with respect to such persons, are incorporated by reference into this Code.

3  Capitalized terms in this Code are defined in the Glossary contained in Appendix I.

 

4  See Appendix I for the definition of “Immediate Family Member.”

 

CODE OF ETHICS | MARCH 2014 3
 

 

B. Disgorging Short-Term Trading Profits ("30 Calendar Day Rule")

 

PIMCO discourages short-term trading strategies. In any event, excessive or inappropriate trading that interferes with job performance, or compromises the duty that PIMCO owes to its Clients, will not be tolerated. Employees must always conduct their personal trading activities lawfully, properly and responsibly.

 

PIMCO employees shall disgorge any gains that result from entering into a position that requires preclearance under the Code (as provided in Section III.C.) and then affirmatively executing an opposite way transaction (buying and selling, or selling and buying) in the same Financial Instrument within 30 calendar days (a "matched transaction").

 

For purposes of the 30 calendar day calculation, the date of the transaction is considered day one. Please note, profits are calculated differently under this rule than they would be for tax purposes. Also, it is important to know that transaction costs and potential tax liabilities will NOT be offset against the amount that must be surrendered under this rule. 5

 

Profits from such trades must be disgorged in a manner acceptable to the local Compliance Officer. Any disgorgement amount shall be calculated by the local Compliance Officer or their designee(s), the calculation of which shall be binding.

 

The following transactions are excluded from the 30 Calendar Day Rule :

 

1. Transactions that are exempt from the preclearance and approval requirement as provided in Sections III.C.2 and III.C.3 of the Code (i.e., Exempt Reportable Transactions and Exempt Transactions as defined below); or

 

 

5 For example, if the purchase is considered to be made on day one, calendar day 31 is the first day a sale of the same Financial Instrument may be made at a profit (assuming there were no additional purchases of the same Financial Instrument during that time period). You may sell the same Financial Instrument at a loss within 30 calendar days (subject to preclearance approval, where applicable) without violating the 30 Calendar Day Rule.

 

CODE OF ETHICS | MARCH 2014 4
 

  

2. Transactions that ‘roll forward’ options or futures positions; that is, the simultaneous closing and opening of an options or futures position solely in order to extend the expiration or maturity of the initial position, but that otherwise maintains the economic features (e.g., size and strike price) of the position (when a transaction is rolled forward the transaction date for purposes of calculating compliance with the 30 Calendar Day Rule will be the date of the initial purchase and not the date of the roll forward transaction).

 

Prior to transacting, all Employees must represent in their preclearance request that the transaction is not in contravention to the 30 Calendar Day Rule.

 

C. Preclearance and Approval of Personal Securities Transactions

 

You must preclear and receive prior approval for all your personal securities transactions unless your personal securities transaction is subject to an exception under this Code. For clarity and without any implied limitation, personal securities transactions shall include transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes. The Preclearance and Approval Process described below applies to all Employees and their immediate family members.

 

1. Preclearance and Approval Process

 

Preclearance and approval of personal securities transactions helps PIMCO prevent certain investments that may conflict with Client trading activities. Except as provided in Sections III.C.2 and III.C.3 below, you must preclear and receive approval for all personal securities transactions by following the two-step preclearance and approval process:

 

The Preclearance and Approval Process is a two-step process:

 

Step 1: To preclear a trade, you must input the details of the proposed trade into the TradeClear system (accessible through the Intranet or via this link ) and follow the instructions. See Sections III.C.2 and III.C.3 for certain transactions that do not require preclearance and approval.

 

Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your preclearance request changes, you must repeat the preclearance process prior to undertaking the transaction. 

 

Note: If you place a Good-until-Canceled ("GTC") or Limit Order and the order is not fully executed or filled by the end of the following business day (midnight local time), you must repeat the preclearance process.

 

CODE OF ETHICS | MARCH 2014 5
 

 

2. Transactions Excluded from the Preclearance and Approval Requirement (but still subject to the Reporting Requirements)

 

You are not required to preclear and receive approval for the following personal securities transactions, although you are still responsible for complying with the reporting requirements of Section V of this Code (each, an “Exempt Reportable Transaction”) for these transactions:

 

a. Purchases or sales of Derivatives on: (i) broad-based indices; or (ii) major market currencies;

 

b. Purchases or sales of direct obligations of the U.S. Government or any other national government and Derivatives with respect to such obligations;

 

c. The acquisition or disposition of a Financial Instrument as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to such holders of a class of Financial Instrument or assignment or call pursuant to an options contract;

 

d. Transactions in exchange-traded funds that are not advised or sub-advised by PIMCO and either: (i) track broad-based indices; or (ii) are based on direct obligations of the U.S. Government or any other national government or Derivatives with respect to such obligations;

 

e. Transactions in open-end mutual funds managed or sub-advised by PIMCO (i.e., funds managed or sub-advised by PIMCO must be reported but do not need to be precleared). The holdings in your PIMCO 401(k) plan and deferred compensation plan are reported automatically to the PIMCO Legal and Compliance Department; and

 

f. Transactions in any Non-Discretionary Account (i) over which neither you nor an Immediate Family Member exercises investment discretion; (ii) have no notice of specific transactions prior to execution; or (iii) otherwise have no direct or indirect influence or control. You must still report the account, including the name of any broker, dealer or bank with which you have an account. You must contact the Compliance Officer if you have this type of account.

 

CODE OF ETHICS | MARCH 2014 6
 

  

3. Transactions Excluded from the Preclearance and Approval Requirement and Reporting Requirements

 

All personal securities transactions by Employees must be reported under the Code with a few limited exceptions set forth below. The following personal securities transactions are exempt from the reporting requirement pursuant to Section V of the Code (each, an “Exempt Transaction”):

 

a. Purchases or sales of bank certificates of deposit ("CDs"), bankers acceptances, commercial paper and other high quality short-term debt instruments (with a maturity of less than one year), including repurchase agreements;

 

b. Purchases which are made by reinvesting cash or in-kind dividends on a Financial Instrument including reinvestments pursuant to an Automatic Investment Plan;

 

c. Purchases or sales of physical currencies and physical commodities;

 

d. Purchases or sales of open-end mutual funds not managed or sub-advised by PIMCO (i.e., open–end mutual funds are not required to be reported unless the fund is managed or sub-advised by PIMCO. Transactions in open-end funds do not need to be precleared); or

 

e. Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO.

 

D. Additional Requirements Applicable to Portfolio Persons

 

If you are a “Portfolio Person” 6 with respect to a Client transaction, you are subject to the following blackout periods: 7

 

1. Purchases within seven days before a Client purchase

 

A Portfolio Person may not purchase a Financial Instrument within seven calendar days before a Client account purchases the same Financial Instrument if the Portfolio Person intends, or knows of another Portfolio Person’s intention, to purchase the same Financial Instrument for the Client.

 

 

 

6  See Appendix I for the definition of “Portfolio Person.” Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client account, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular Financial Instrument.

7 Transactions that do not require preclearance under Sections III.C.2 and III.C.3 of the Code are not subject to these blackout periods.

 

CODE OF ETHICS | MARCH 2014 7
 

  

Specific conditions for research analysts

 

A research analyst may not purchase a Financial Instrument that such research analyst is analyzing for purchase for a Client (whether such analysis was requested by another person or was undertaken on the research analyst's own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been rejected for purchase for a Client account or until the research analyst obtains permission to purchase the Financial Instrument from a senior supervisor and a Compliance Officer.

 

2. Sales within seven days before a Client sale

 

A Portfolio Person may not sell a Financial Instrument within seven calendar days before a Client sells the same Financial Instrument if the Portfolio Person intends, or knows of another Portfolio Person’s intention, to sell the same Financial Instrument for the Client.

 

Specific conditions for research analysts

 

A research analyst may not sell a Financial Instrument that such research analyst is analyzing for sale for a Client (whether such analysis was requested by another person or was undertaken on the research analyst's own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been rejected for sale for a Client account or until the research analyst obtains permission to sell the Financial Instrument from a senior supervisor and a Compliance Officer.

 

3. Purchases and sales within three days following a Client trade

 

A Portfolio Person may not purchase or sell a Financial Instrument within three calendar days (i) after purchasing or selling the same Financial Instrument for a Client; or (ii) after the Client’s trade if he knows that another Portfolio Person has purchased or sold such Financial Instrument for the Client.

 

Prior to transacting, Portfolio Persons must represent in their preclearance request that they are not aware of any pending trades or proposed trades in the next seven days in the same Financial Instrument for any Clients. Please consider the timing of your personal trades carefully.

 

CODE OF ETHICS | MARCH 2014 8
 

   

E. Provisions that May Restrict Your Trading

 

If your personal securities transaction falls within one of the following categories, it will generally be denied by the Compliance Officer. It is your responsibility to initially determine if any of the following categories apply to your situation or transaction:

 

1. Pending Orders

 

If the aggregate market value of your transaction in the Financial Instrument requiring preclearance over a 30 calendar day period across all your Personal Brokerage Accounts exceeds $25,000 and (i) the Financial Instrument has been purchased or sold by a Client on that day; or (ii) there is a pending Client order then you CANNOT trade the Financial Instrument on the same day and approval will be denied following submission of your preclearance request . This prohibition is in addition to any other requirements or prohibitions in this Code that may be applicable (e.g., under "III.D. Additional Requirements Applicable to Portfolio Persons").

 

2. Initial Public Offerings, Private Placements and Investments in Hedge Funds

 

As a general matter, you should expect that most preclearance requests involving initial public offerings (except for fixed-income, preferred, business development companies, registered investment companies, commodity pools and convertible securities offerings) will be denied. If your proposed transaction is an initial public offering, a private placement or an investment in a hedge fund, the Compliance Officer will determine whether the investment opportunity should be reserved for Clients.

 

3. Allianz SE Investments

 

You may not trade in shares of Allianz SE during any designated blackout period. In general, the trading windows end six weeks prior to the release of Allianz SE annual financial statements and two weeks prior to the release of Allianz SE quarterly results. This restriction applies to the exercise of cash-settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz SE. Allianz SE blackout dates are communicated to employees and are posted on the employee trading center. A list of such blackout periods is available here .

 

CODE OF ETHICS | MARCH 2014 9
 

  

4. Blackout Period in any Closed End Fund Advised or Sub-Advised by PIMCO

 

You may not trade any closed end fund advised or sub-advised by PIMCO during a designated blackout period. A list of such blackout periods is available  here .

 

5. Trade Restricted Securities List

 

The Legal and Compliance Department maintains and periodically updates the Trade Restricted Securities List that contains certain securities that may not be traded by Employees. The Trade Restricted Securities List is not distributed to employees, but requests to purchase or sell any security on the Trade Restricted Securities List will be denied.

 

6. Section 16 Holding Periods

 

If you are a reporting person under Section 16 of the Securities Exchange Act of 1934, with respect to any closed end fund advised or subadvised by PIMCO, you are subject to a six month holding period and you must make certain filings with the SEC. It is your responsibility to determine if you are subject to Section 16 requirements and to arrange for appropriate filings. Please consult the Compliance Officer for more information.

 

F. Your Actions are Subject to Review by a Compliance Officer

 

The Compliance Officer may undertake such investigation as he or she considers necessary to determine if your proposed trade complies with this Code, including post-trade monitoring. The Compliance Officer may impose measures intended to avoid potential conflicts of interest or to address any trading that requires additional scrutiny.

 

G. Consequences for Violations of this Code

 

1. If determined appropriate by the General Counsel and/or Compliance Officer you may be subject to remedial actions (a) if you violate this Code; or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, imposition of a fine, censure, demotion, suspension or dismissal, or any other sanction or remedial action required by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction.

 

CODE OF ETHICS | MARCH 2014 10
 

  

2. PIMCO’s General Counsel and/or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the General Counsel and/or Compliance Officer may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.

 

IV. Your Ongoing Obligations Under this Code

 

This Code imposes certain ongoing obligations on you. If you have any questions regarding these obligations please contact the Compliance Officer.

 

A. Insider Trading

 

The fiduciary principles of this Code and Securities and Commodities Laws prohibit you from trading based on material, non-public information ("MNPI") received from any source or communicating this information to others. 8 If you believe you may have access to material, non-public information or are unsure about whether information is material or non-public, please consult a Compliance Officer and the PIMCO MNPI Policy . Any violation of PIMCO’s MNPI Policy may result in penalties that could include termination of employment with PIMCO.

 

B. Compliance with Securities Laws

 

You must comply with all applicable Securities and Commodities Laws.

 

C. Duty to Report Violations of this Code

 

You are required to promptly report any violation of this Code of which you become aware, whether your own or another Employee’s. Reports of violations other than your own may be made anonymously and confidentially to the Compliance Officer.

 

 

 

8 As described in Section III.C.2, purchases or sales of open-end mutual funds managed or sub-advised by PIMCO are exempt from the preclearance and approval process; however, the insider trading prohibition described above applies to MNPI received with respect to an open-end mutual fund advised or sub-advised by PIMCO or its affiliates.  Non-public information regarding a mutual fund is MNPI if such information could materially impact the fund’s net asset value.

 

CODE OF ETHICS | MARCH 2014 11
 

  

V. Your Reporting Requirements

 

A. On-Line Certification of Receipt and Quarterly Compliance Certification

 

You will be required to certify your receipt of this Code. On a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. You will also be required to certify your ongoing compliance with this Code on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.

 

B. Reports of Securities Holdings

 

You and your Immediate Family Members must report all your Personal Brokerage Accounts and all transactions in your Personal Brokerage Accounts unless the transaction is an Exempt Transaction. You must agree to allow your broker-dealer to provide the Compliance Officer with electronic reports of your Personal Brokerage Accounts and transactions and to allow the Compliance Department to access all Personal Brokerage Account information. You will also be required to certify that you have reported all of your Personal Brokerage Accounts to the Compliance Officer on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.

 

1. Approved Brokers

 

You and your Immediate Family Members must maintain your Personal Brokerage Accounts with an Approved Broker. The list of Approved Brokers is available here .

 

If you maintain a Personal Brokerage Account at a broker-dealer other than at an Approved Broker, you will need to close those accounts or transfer them to an Approved Broker within a specified period of time as determined by the Compliance Officer. Upon opening a Personal Brokerage Account at an Approved Broker, Employees are required to disclose the Personal Brokerage Account to the Compliance Officer. By maintaining your Personal Brokerage Account with one or more of the Approved Brokers, you and your Immediate Family Member’s quarterly and annual trade summaries will be sent directly to the Compliance Department for review.

 

2. Initial Holdings Report

 

Within ten days of becoming an Employee, you must submit to the Compliance Officer an Initial Report of Personal Brokerage Accounts and all holdings in securities except Exempt Transactions. Please contact the Compliance Officer if you have not already completed this Initial Report of Personal Brokerage Accounts.

 

CODE OF ETHICS | MARCH 2014 12
 

  

3. Quarterly and Annual Holdings Report

 

If you maintain Personal Brokerage Accounts with broker-dealers who are not on the list of Approved Brokers, please contact the Compliance Officer to arrange for providing quarterly and annual reports.

 

4. Changes in Your Immediate Family Members

 

You must promptly notify a Compliance Officer of any change to your Immediate Family Members (e.g., as a result of a marriage, divorce, legal separation, death, adoption, movement from your household or change in dependence status) that may affect the Personal Brokerage Accounts for which you have reporting or other responsibilities.

 

VI. Compliance Department Responsibilities

 

A. Authority to Grant Waivers of the Requirements of this Code

 

The Compliance Officer, in consultation with PIMCO’s General Counsel, has the authority to exempt any Employee or any personal investment transaction from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

 

B. Annual Report to Boards of Funds that PIMCO Advises or Sub-Advises

 

PIMCO will furnish a written report annually to the directors or trustees of each fund that PIMCO advises or sub-advises. Each report will describe any issues arising under this Code, or under procedures implemented by PIMCO to prevent violations of this Code, since PIMCO’s last report, including, but not limited to, information about material violations of this Code, procedures and sanctions imposed in response to such material violations, and certify that PIMCO has adopted procedures reasonably necessary to prevent its Employees from violating this Code.

 

CODE OF ETHICS | MARCH 2014 13
 

  

C. Maintenance of Records

 

The Compliance Officer will keep all records maintained at PIMCO’s primary office for at least two years and will otherwise keep in an easily accessible place for at least five years from the end of either the fiscal year in which the document was created or the last fiscal year during which the document was effective or in force, whichever is later. Such records include: copies of this Code and any amendments hereto, all Personal Brokerage Account statements and reports of Employees, a list of all Employees and persons responsible for reviewing Employees reports, copies of all preclearance forms, records of violations and actions taken as a result of violations, and acknowledgments, certifications and other memoranda relating to the administration of this Code.

 

VII. Activities Outside of PIMCO

 

A. Approval of Activities Outside of PIMCO

 

1. You may not engage in full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO Partners, or a fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCO’s General Counsel or other designated person.

 

2. Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates.

 

3. Certain non-compensated positions in which you would serve in a decision-making capacity (such as on a board of directors for a charity or non-profit organization) must also have been reviewed or approved by PIMCO's General Counsel or other designated person.

 

4. PIMCO’s General Counsel or other designated person may approve such an outside activity if he or she determines that your service or activities outside of PIMCO would not be inconsistent with the interests of PIMCO and its Clients. Requests to serve on the board of a publicly traded entity will generally be denied.

 

CODE OF ETHICS | MARCH 2014 14
 

  

VIII. Independent Contractors

 

Persons who are not Employees but who have access to current information regarding Client trading (such as independent contractors) are considered “Employees” for purposes of this Code. The Compliance Officer may exempt such persons from any requirement hereunder if the Compliance Officer determines that such exemption would not have a material adverse effect on any Client account.

 

CODE OF ETHICS | MARCH 2014 15
 

  

Appendix I

 

Glossary

 

The following definitions apply to the capitalized terms used in this Code:

 

Approved Broker – means a broker-dealer approved by the Compliance Officer. The list of Approved Brokers for each PIMCO location is available here or can be obtained from the Compliance Officer.

 

Automatic Investment Plan – means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

 

Beneficial Interest – means when a person has or shares direct or indirect pecuniary interest in accounts or in reportable Financial Instruments. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, unless specifically excepted by a Compliance Officer, an interest in a Financial Instrument held by: (1) a joint account to which you are a party; (2) a partnership in which you are a general partner; (3) a partnership in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (4) a limited liability company in which you are a managing member; (5) a limited liability company in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (6) a trust in which you or an Immediate Family Member has a vested interest or serves as a trustee with investment discretion; (7) a closely-held corporation in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or an Immediate Family has a substantial economic interest.

 

Client – means any person or entity to which PIMCO provides investment advisory services.

 

Derivative – means (1) a futures contract and an option on a futures contract traded on a U.S. or non-U.S. board of trade, such as the Chicago Board of Trade or the London International Financial Futures Exchange; and (2) a forward contract, a "swap", a "cap", a "collar", a "floor" and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which are included in the definition of "Security"). Questions regarding whether a particular instrument or transaction is a Derivative for purposes of this policy should be directed to the Compliance Officer or his or her designee.

 

CODE OF ETHICS | MARCH 2014 16
 

  

Financial Instrument - means a Security, Derivative, commodity or currency as investment.

 

Immediate Family Member of an Employee – means: (1) any of the following persons sharing the same household with the Employee (which does not include temporary house guests): a person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or domestic partner; (2) any person sharing the same household with the Employee (which does not include temporary house guests)that holds an account in which the Employee is a joint owner or listed as a beneficiary; or (3) any person sharing the same household with the Employee in which the Employee contributes to the maintenance of the household and material financial support of such person.

 

Initial Public Offering – means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

Non-Discretionary Account – means any account managed or held by a broker dealer, futures commission merchant, or trustee as to which neither the Employee nor an Immediate Family Member: (1) exercise investment discretion; (2) receives notice of specific transactions prior to execution; or (3) have direct or indirect influence or control over the account.

 

Personal Brokerage Account – means (1) any account (including any custody account, safekeeping account, retirement account such as an IRA or 401(k) plan, and any account maintained by an entity that may act as a broker or principal) in which an Employee has any direct or indirect Beneficial Interest, including Personal Brokerage Accounts and trusts for the benefit of such persons; and (2) any account maintained for a financial dependent. Thus, the term “Personal Brokerage Accounts” also includes among others:

 

(i) Trusts for which the Employee acts as trustee, executor or custodian;

 

(ii) Accounts of or for the benefit of a person who receives financial support from the Employee;

 

(iii) Accounts of or for the benefit of an Immediate Family Member; and

 

(iv) Accounts in which the Employee is a joint owner or has trading authority.

 

PIMCO – means “Pacific Investment Management Company LLC”.

 

CODE OF ETHICS | MARCH 2014 17
 

  

PIMCO Investments – means “PIMCO Investments LLC.”

 

Portfolio Person – means an Employee, including a portfolio manager with respect to an account, who: (1) provides information or advice with respect to the purchase or sale of a Financial Instrument, such as a research analyst; or (2) helps execute a portfolio manager’s investment decisions. Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular Financial Instrument.

 

Private Placement – means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to SEC Rules 504, 505 or 506 under the Securities Act of 1933, including hedge funds or private equity funds or similar laws of non-U.S. jurisdictions.

 

Securities and Commodities Laws – means the securities and/or commodities laws of any jurisdiction applicable to any Employee, including for any employee located in the U.S. or employed by PIMCO, the following laws: Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds, broker-dealers and investment advisers, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the U.S. Department of the Treasury, the Commodity Exchange Act, any rules adopted by the U.S. Commodity Futures Trading Commission under this statute, and applicable rules adopted by the National Futures Association.

 

Security – means any note, stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest of instrument commonly known as a Security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

 

TradeClear – means PIMCO’s proprietary employee trading preclearance system.

 

CODE OF ETHICS | MARCH 2014 18
 

  

Appendix II

 

PIMCO Legal and Compliance Officers

 

David Flattum

General Counsel

 

Jennifer Durham

Chief Compliance Officer

 

Richard Froio

Deputy Chief Compliance Officer

 

CODE OF ETHICS | MARCH 2014 19

 

 

Exhibit (p)(12)

 

QS Investors Code of Ethics

 

 

Policy Statement

 

The QS Investors (“QS”) Code of Ethics (“the Code”) sets forth the specialized rules for business conduct and guidelines for the personal investing activities that are required of employees involved in the investment management areas of the Firm. It is essential that all Firm employees understand and adhere to our commitment to act with fairness, decency and integrity in all of its business dealings.

 

The provisions of the Code shall apply to all Firm Employees, as categorized in the Definition Section and such other employees as Compliance may determine from time to time.

 

Each Employee must observe these policies, as well as abide by the additional principles and rules set forth in the Code, and any other applicable policies and obligations.

 

The Code and any amendments thereof will be provided to all employees of the Firm. All employees must acknowledge receipt of the Code within ten (10) days of hire and on an annual basis. All employees must also acknowledge receipt of any amendments made to the Code if such determination is made by Compliance that such acknowledgement should occur prior to the next Code of Ethics Annual Acknowledgement period.

 

General Rule

 

Firm Employees will, in varying degrees, participate in or be aware of fiduciary and investment services provided to registered investment companies, institutional clients, employee benefit trusts and other types of investment advisory accounts. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity, putting our clients’ interest in front of our own.

 

Accordingly, personnel acting in a fiduciary capacity must carry out their duties for the exclusive benefit of the client accounts. All QS personnel must conduct themselves in a manner consistent with the requirements and procedures set forth in the Code.

 

· There must be no conflict, or appearance of conflict, between the self-interest of any Employee and the responsibility of that Employee to the Firm and its clients. 1

 

Do

 

· Read and acknowledge the Firm’s Code of Ethics

· Familiarize yourself with the provisions of the Code

· Always act with integrity and for the exclusive benefit of our clients

· Disclose any potential conflicts to your Compliance Officer

 

Do Not

 

· Use your position or company information for personal gain

 

 

1 The rules herein cannot anticipate all situations which may involve a possible conflict of interest. If an Employee becomes aware of a personal interest that is, or might be, in conflict with the interest of a client, that person should disclose the potential conflict to Compliance prior to executing any such transaction.

 

 
 

 

· Employees must never improperly use their position with the Firm for personal or private gain to themselves, their family or any other person.

 

Employees are required to comply with applicable U.S. federal securities laws and may also be required to comply with other policies imposing separate requirements. Specifically, they may be subject to laws or regulations that impose restrictions with respect to personal securities transactions, including, but not limited to, Section 17(j) and Rule 17j-1 under the Investment Company Act of 1940 (the “Act”). The purpose of this Code of Ethics is to ensure that, in connection with his or her personal trading, no Employee (as defined below) shall conduct any of the following acts upon a client account:

 

 
 

 

QS Investors Code of Ethics

 

 

· To employ any device, scheme or artifice to defraud;
· To make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading;
· To engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or
· To engage in any manipulative practice.

 

Any violations or potential violations of the Code of Ethics must be reported to Compliance.

 

Definitions

 

“Investment Personnel” shall mean and include: Portfolio Managers, traders, analysts (and other Employees who work directly with Portfolio Managers in an assistant capacity) and others as may be determined by Compliance. As those responsible for making investment decisions (or participating in such decisions) in client accounts or providing information or advice to Portfolio Managers or otherwise helping to execute or implement the Portfolio Managers' recommendations, Investment Personnel occupy a comparatively sensitive position, and thus, additional rules outlined herein apply to such individuals.

 

Access Person ” shall mean and include:

 

(i) Officers and directors of QS. Also included are Employees who have access to timely information relating to investment management activities, research and/or client portfolio holdings as well as those who in the course of their job regularly receive access to client trading activity. Also included here are persons in a control relationship (as defined in Section 2(a)(9) of the Act) to QS who obtain information concerning investment recommendations made to any client account.

 

(ii) Any other personnel with responsibilities related to the asset management business or frequent interaction with Access Persons or Investment Personnel as determined by Compliance.

 

Non-Access Person ” shall mean and include: QS personnel who are not above, who do not have access to client trading activity or recommendations made in relation to any client account or as further determined by Compliance.

 

Employees ” is a general term which shall include all QS employees, including Investment Personnel, Access Persons and Non-Access Persons as well as those non-QS employees (e.g., consultants) who are subject to this Code of Ethics.

 

Accounts ” shall mean all securities accounts, whether brokerage or otherwise, securities held directly outside of accounts and shall include open-end and closed-end Mutual Fund accounts.

 

Do

 

· Report violations and potential violations to your Compliance Officer

· Become familiar with the terms used on this and the following pages

 

Do Not

 

· Engage in activities designed to defraud, mislead, or manipulate

 

 
 

 

QS Investors Code of Ethics

 

 

Employee Related Account ” of any person subject to the Code shall mean:

 

(i) The Employee’s own Accounts;

 

(ii) The Employee’s spouse’s/domestic partner’s Accounts and the Accounts of minor children and other relatives living in the Employee’s home;

 

(iii) Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in their home have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and
     
(iv) Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner exercises investment discretion or direct or indirect influence or control.

 

Note: Any person subject to the Code is responsible for compliance with these rules with respect to any Employee Related Account.

 

Securities ” shall include equity or debt securities, derivatives of securities (such as options, warrants, and ADRs), futures, commodities, securities indices, exchange-traded funds, government and municipal bonds and similar instruments, but do not include:

 

· Currencies (as defined below), bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

 

Mutual Funds ” shall include all mutual funds (open-end and closed-end mutual funds), but will exclude shares of open-end money market mutual funds (unless otherwise directed by Compliance).

 

“Currencies” shall include spot or forward positions of foreign currencies for investment purposes.

 

Restrictions

 

For purposes of the Code, a prohibition or requirement applicable to any Employee applies also to transactions in Securities and Mutual Funds for any of that Employee’s Employee Related Accounts, including transactions executed by that Employee's spouse or relatives living in that Employee's household.

 

General

 

The Basic Policy : Employees have a personal obligation to conduct their investing activities and related Securities and Mutual Fund transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of QS and its clients. Employees must carefully consider the nature of their Firm responsibilities and the type of information that he or she might be deemed to possess in light of any particular Securities and Mutual Fund transaction before engaging in that transaction.

 

Do

 

· Conduct personal trading activities lawfully and in accordance with the Code

 

Do Not

 

· Trade while in possession of material non-public information

· Trade ahead (or with) client orders

 

 
 

 

QS Investors Code of Ethics

 

 

Material Nonpublic Information : Employees in possession of material nonpublic information about or affecting Securities or their issuer are prohibited from buying or selling such Securities or advising any other person to buy or sell such Securities. Please refer to the Confidential Information Policy for more information.

 

Corporate and Departmental Restricted Lists : Employees are not permitted to buy or sell any Securities that are included on the Firm Restricted List and/or other applicable restricted lists. See “Restricted List” below.

 

“Front Running:” Employees are prohibited from buying or selling Securities, Mutual Funds or other instruments in their Employee Related Accounts so as to benefit from the Employee’s knowledge of the Firm’s or a client's trading positions, plans or strategies.

 

Specific Blackout Period Restrictions

 

Same-Day Rule : Investment Personnel and Access Persons shall not knowingly affect the purchase or sale of a Security for an Employee Related Account on a day during which any client account has a “buy” or “sell” order for the same Security, until that order is executed or withdrawn.

 

7-Day Rule : Investment Personnel shall not affect the purchase or sale of a Security for an Employee Related Account within seven calendar days before or seven calendar days after the same Security is traded (or contemplated to be traded) for a client account with which the individual is associated.

 

Employees must always act to avoid any actual or potential conflict of interest between their Firm duties and responsibilities and their personal investment activities. To avoid potential conflicts, absent specific written approval from Compliance, Employees should not personally invest in Securities issued by companies with which they have significant dealings on behalf of the Firm, or in investment vehicles sponsored by the companies. Additional rules that apply to Securities transactions by Employees, including the requirement for Employees to pre-clear personal Securities transactions and rules regarding how Employee Related Accounts must be maintained are described in more detail later in the Code.

 

Exceptions to Blackout Periods

 

The following are exempt from the specified blackout periods:

 

· The purchase or sale of 500 shares or less in companies comprising the S&P 500 Index;

 

Do

 

· Act to avoid actual or potential conflicts between your activities and Firm activities

 

Do Not

 

· Trade securities for which there are open client orders

· Participate in IPOs or other new issues

 

 
 

 

QS Investors Code of Ethics

 

 

· ETFs (Exchange-Traded Funds – e.g., SPDRs or “Spiders” (S&P 500 Index), DIAs or “Diamonds” (Dow Jones Industrial Average), etc.);
· Government and municipal bonds;
· Developed Interest Rate Futures;
· Securities indices;
· Shares purchased under an issuer sponsored Dividend Reinvestment Plan (“DRIPs”), other than optional purchases;
· To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities; and
· Securities purchased under an employer sponsored stock purchase plan or upon the exercise of employee stock options.

 

Note: Transactions in derivative instruments, including warrants, convertible Securities, futures and options, etc. are restricted in the same manner as the underlying Security.

 

Currencies

 

Investment Personnel and Access Persons shall not knowingly engage in trading of currencies on a day during which a client account with which they are associated is engaged in model-driven currency trading.

 

New Issues (IPOs)

 

Investment Personnel, Access Persons and Non-Access Persons (all Employees) are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering.

 

 
 

 

QS Investors Code of Ethics

 

 

Short-Term Trading

 

Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. The Firm generally discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or compromises the duty that the Firm owes to its clients and shareholders will not be tolerated.

 

30-Day Rule : Employees are prohibited from transacting in the purchase and sale, or sale and purchase , of the same (or equivalent) Securities and closed-end Mutual Funds within 30 calendar days. The 30-day holding period also applies to each short vs. the box sale, which is the only short sale permitted activity. For the purposes of this requirement, the sequence of trades will be evaluated as last in, first out (LIFO).

 

Mutual Funds subject to periodic purchase plans can be sold once within 30 calendar days after a periodic purchase.

 

The following are exempted from this restriction:

 

· Shares purchased under an issuer sponsored Dividend Reinvestment Plan (“DRIPs”), other than optional purchases;
· To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities;
· Securities purchased under an employer sponsored stock purchase plan;
· Securities pre-cleared and purchased with a specific stop-limit provision attached;
· Fixed Income Mutual Funds investing in government bonds with “short-term” in their name; and,
· All open-end Mutual Funds (excluding those managed by QS).

 

Restricted List

 

The Firm Restricted List is comprised of securities in which the normal trading or recommending activity of and its employees is prohibited or subject to specified restrictions. Contents of the list should not be shared outside of the Firm. All Employees are prohibited from buying or selling for their Employee Related Accounts any Securities that are restricted on the Firm Restricted List and/or other applicable departmental restricted lists. Please see the Restricted List Policy for additional information.

 

Private Placements, Private Investment Partnerships and other Private Interests

 

Prior to effecting a transaction in private Securities (i.e., Securities not requiring registration with the Securities and Exchange Commission and sold directly to the investor), or purchasing or subscribing for interests of any kind in a privately held company, private investment partnership, or industrial/commercial property, all Employees must first obtain the approval of his/her supervisor and then pre-clear the transaction with the Compliance, including completing the applicable Private Security questionnaire. Any new Employee who holds an interest in any of the above, must disclose such holdings to the Compliance Department within 10 days of employment.

 

Do

 

· Hold securities for at least 30 days prior to selling, and wait 30 days to purchase a security after selling

· Seek Compliance approval prior to making private investments

 

Do Not

 

  · Play an active role – either in management or with solicitation – with companies in which you privately invest

 

 
 

 

QS Investors Code of Ethics

 

 

Interests in private Securities, privately held companies, investment partnerships, and industrial/commercial property, other than family partnerships, will typically be expected to involve passive holdings of 5% of the entity, where the Employee does not participate in any way in the solicitation of investors or capital raising and does not serve in the management or on the board of directors of such entity.

 

Compliance Procedures

 

Designated Brokerage Accounts

 

All Employees must notify Compliance prior to opening a new Employee Related Account, including accounts used for trading of currencies. Upon joining the Firm, new Employees are required to disclose all of their Employee Related Accounts (as previously defined) to Compliance and must carry out the instructions provided to conform such accounts, if necessary, to the Firm's policies.

 

Under no circumstance is an Employee permitted to open or maintain any Employee Related Account that is undisclosed to Compliance. The policies, procedures and rules described throughout this Code of Ethics apply to all Employee Related Accounts, including accounts used for trading of currencies.

 

All Employees are required to open and maintain their Employee Related Accounts in accordance with the Employee Trading Policy , including directing their brokers to supply duplicate copies of transaction confirmations and periodic account statements, as well as additional division-specific requirements, if any. Please refer to the Employee Trading Policy for additional information.

 

Pre-Clearance

 

Proposed Securities and closed-end Mutual Fund transactions must be pre-cleared by all Employees with Compliance in accordance with the Employee Trading Policy . Approvals are good only for the day on which they are issued. Employees are personally responsible for ensuring that the proposed transaction does not violate the Firm's policies or applicable securities laws and regulations by virtue of the Employee’s Firm responsibilities or information he or she may possess about the Securities or their issuer.

 

The following are exempted from the pre-clearance requirement:

 

· Open-end Mutual Funds;
· Direct obligations of the Government of the United States;

 

Do

 

· Notify Compliance prior to opening a personal trading account

· Obtain Compliance pre-clearance prior to executing personal securities transactions

· Be familiar with the security types that require pre-approval

· Refer to the Employee Trading Policy for additional information about executing trades in personal accounts

 

Do Not

 

· Maintain an account with a non-designated broker

· Trade a security prior to receiving Compliance pre-approval

 

 
 

 

QS Investors Code of Ethics

 

 

· Shares purchased under an issuer sponsored Dividend Reinvestment Plan (“DRIPs”), other than optional purchases;
· Accounts expressly exempted by Central Compliance which are managed under the exclusive direction of an outside money manager;
· Securities pre-cleared and purchased with a specific stop-limit provision attached do not require additional pre-clearance prior to execution;
· To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities; and
· Securities purchased under an employer sponsored stock purchase plan.

 

Reporting Requirements

 

Disclosure of Employee Related Accounts/Provision of Statements

 

Upon joining the Firm, new Employees are required to disclose all of their Employee Related Accounts, including any accounts used for trading of currencies, to Compliance, and must carry out the instructions provided to conform such Accounts, if necessary, to Firm policies.

 

In addition, pursuant to Rule 17j-1 of the Act, no later than ten (10) days after an individual becomes an Employee, he or she must also complete and return a “Personal Securities Holdings Report” (filed during the “new hire” Code of Ethics Annual Acknowledgement) for Securities and Mutual Fund holdings to Compliance.

 

Quarterly Personal Securities Trading Reports (“PSTR”)

 

Pursuant to Rule 17j-1 of the Act, within thirty (30) days of the end of each calendar quarter, all Employees must submit to Compliance a PSTR for Securities and closed-end Mutual Fund transactions.

 

All PSTRs that have reportable personal Securities and closed-end Mutual Fund transactions for the quarter will be reviewed by Compliance. Employees that do not have any reportable transactions in a particular quarter must indicate as such in the reporting system for the respective quarter.

 

The following types of transactions do not have to be reported:

 

· Transactions effected in an account in which the employee has no direct or indirect influence or control (i.e. discretionary/managed accounts);

· Transactions in Mutual Funds subject to periodic purchase plans;
· Transactions effected pursuant to an automatic investment plan or as a result of a dividend reinvestment plan do not have to be reported.
· Transactions in the following:
· Bankers’ Acceptances;
· Bank Certificates of Deposits (CDs);
· Commercial Paper;

 

Do

 

· Ensure that quarterly and annual reports are filed on time, even if you have no holdings or transactions to report

 

 
 

 

QS Investors Code of Ethics

 

 

· Money Markets;
· Direct Obligations of the U.S. Government;
· High Quality, Short-Term Debt Instruments (including repurchase agreements); and,
· Open-End Mutual Funds other than off-shore funds (excluding those managed by QS).

 

Annual Acknowledgement of Personal Securities Holdings

 

All Employees must submit to Compliance on an annual basis at a date specified by Compliance, a Personal Securities Holdings Report for all Securities and closed-end Mutual Fund holdings.

 

A new employee must submit this report within ten (10) days of hire or rehire. This report must be submitted once within each twelve (12) month period and the information submitted must be current within forty-five (45) calendar days of the report or forty-five (45) days prior to the hire date, in the case of a new employee.

 

All Personal Securities Holdings will be reviewed by Compliance. Employees that do not have any reportable securities holdings must indicate as such in the reporting system.

 

The following types of holdings do not have to be reported:

 

· Securities held in accounts over which the employee had no direct or indirect influence or control (i.e. discretionary/managed accounts);
· Bankers’ Acceptances;
· Bank Certificates of Deposits (CDs);
· Commercial Paper;
· Money Markets;
· Direct Obligations of the U.S. Government;
· High Quality, Short-Term Debt Instruments (including repurchase agreements); and,
· Open-End Mutual Funds other than off-shore funds (excluding those managed by QS).

 

Annual Acknowledgement of Accounts

 

Annually, each Employee must acknowledge that they do or do not have brokerage and Mutual Fund Accounts. Employees with brokerage and Mutual Fund Accounts must acknowledge each Account.

 

Confirmation of Compliance with Policies

 

Annually, each Employee is required to acknowledge that he or she has received the Code, as amended or updated, and confirm his or her adherence to it. Understanding and complying with the Code and truthfully completing the Acknowledgment is the obligation of each Employee. Failure to perform this obligation may result in disciplinary action, including dismissal, as well as possible civil and criminal penalties.

 

Do

 

· Acknowledge your accounts annually

· Confirm that you have received and will comply with the Code annually

 

Do Not

 

· Engage in outside business activities without first speaking to Compliance

 

 
 

 

QS Investors Code of Ethics

 

 

Other Procedures/Restrictions

 

Service on Boards of Directors

 

Service on Boards of publicly traded companies should be limited to a small number of instances. However, such service may be undertaken after approval from senior management and Compliance, based upon a determination that these activities are consistent with the interests of the Firm and its clients. Employees serving as directors will not be permitted to participate in the process of making investment decisions on behalf of clients which involve the subject company.

 

Outside Business Affiliations

 

Employees may not maintain outside business affiliations (e.g., officer, director, governor, trustee, part-time employment, etc.) without the prior written approval of senior management and Compliance. Employees may not engage in any activities on behalf of an approved outside business affiliation during company time or while using Firm property (e.g., e-mail, internet) other than on a purely de minimus basis. Please refer to the Outside Business Affiliations Policy for additional details.

 

Executorships

 

As a general rule, the Firm discourages acceptance of executorships by members of the organization. However, family relationships may make it desirable to accept executorships under certain wills. In all cases (other than when acting as Executor for one's own spouse, domestic partner, parent or spouse's or domestic partner’s parent), it is necessary for the individual to have the written authorization of senior management and Compliance.

 

Authorization to serve as an executor may be given in situations assuming that arrangements for the anticipated workload can be made without undue interference with the individual's responsibilities to the Firm. For example, this may require the employment of an agent to handle the large amount of detail which is usually involved. In such a case, the Firm would expect the individual to retain the commission. There may be other exceptions which will be determined based upon the facts of each case.

 

Trusteeships

 

All trusteeships must have the written approval of the Firm and must be reported in writing to Compliance.

 

The Firm will normally authorize Employees to act as trustees for trusts of their immediate family. Other non-client trusteeships can conflict with our clients' interests so that acceptance of such trusteeships will be authorized only in unusual circumstances.

 

Do

 

· Pre-clear all political contributions with Compliance

 

Do Not

 

· Exchange gifts or entertainment with external business partners that may create the appearance of a conflict of interest

 

 
 

 

QS Investors Code of Ethics

 

 

Custodianships and Powers of Attorney

 

It is expected that most custodianships will be for minors of an individual's immediate family. These will be considered as automatically authorized and do not require written approval of the Firm. However, the written approval of the Firm is required for all other custodianships. All such existing or prospective relationships must be reported in writing to Compliance.

 

Entrustment with a Power of Attorney to execute Securities transactions on behalf of another requires written approval of Compliance.  Authorization will only be granted if the Firm believes such a role will not be unduly time consuming or create conflicts of interest.

 

Gifts and Entertainment

 

Giving and receiving gifts and entertainment can create a conflict of interest or the appearance of a conflict of interest and may, in some instances, violate the law. Employees may not accept or give gifts, entertainment, or other things of material value that would create the appearance that the gift or entertainment is intended to influence or reward the receipt of business, or otherwise affect an employee’s decision-making.

 

Gifts offered or received which have no undue influence on providing financial services may be permitted in accordance with the Gifts, Entertainment, and Charitable Donations Policy. Please refer to the Gifts, Entertainment, and Charitable Donations Policy for additional information.

 

Gifts and Entertainment to Public/Government Officials, Taft Hartely Union Officials and ERISA Plans and their Fiduciaries

 

The Department of Labor and other governmental agencies, legislative bodies and jurisdictions may have rules and regulations regarding the receipt of gifts by their employees or officials. In many cases, the giving of gifts or entertainment to these entities or individuals will be prohibited. Please refer to the Gifts, Entertainment, and Charitable Donations Policy for additional information.

 

Rules for Dealing with Governmental Officials and Political Candidates

 

No corporate payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing or retaining business for the Firm or influencing any decision on its behalf.

 

 
 

 

QS Investors Code of Ethics

 

 

Personal Political Contributions

 

Employees must pre-clear ALL political contributions before making or soliciting such contributions with Compliance. This includes contributions that are paid from accounts held in the name of the employee and those jointly held with others regardless of who made the contribution. A political contribution made on behalf of an employee's spouse, dependent children and/or unemancipated minors may all also need to be pre-cleared depending on State or Municipal reporting requirements.

 

No personal payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing business for the Firm or influencing any decision on its behalf. Employees should always exercise care and good judgment to avoid making any political contribution that may give rise to a conflict of interest or the appearance of conflict. If the Firm engages in business with a particular governmental entity or official, Employees should avoid making personal political contributions to officials or candidates who may appear to be in a position to influence the award of business to the Firm. All political contributions should be made in accordance with QS policies and procedures and applicable regulations.

 

Confidentiality

 

Employees must not divulge contemplated or completed securities transactions or trading strategies of QS clients to any person, except as required by the performance of such person’s duties and only on a need-to-know basis.

 

Sanctions

 

Any Employee who violates the Code may be subject to disciplinary actions, including possible dismissal. In addition, violations of the Code, including any Securities transactions executed in violation of the Code, such as short-term trading or trading during blackout periods, may subject the Employee to sanctions, ranging from warnings and trading privilege suspensions to financial penalties, including but not limited to, unwinding the trade and/or disgorging of the profits or other financial penalties. Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations.

 

Interpretations and Exceptions

 

Compliance shall have the right to make final and binding interpretations of the Code and may grant an exception to certain of the above restrictions, as long as no abuse or potential abuse is involved. Each Employee must obtain approval from Compliance before taking action regarding such an exception. Any questions regarding the applicability, meaning or administration of the Code shall be referred in advance of any contemplated transaction to Compliance.

 

Do

 

· Contact Compliance if you have ANY questions about the Code or other related policies

 

Do Not

 

· Discuss Firm trading activity with any person who doesn’t have a “need to know”

 

 
 

 

QS Investors Code of Ethics

 

 

Code of Ethics Sanctions Schedule
   
Failure to Obtain Pre-Clearance
1 st Violation Written Warning
2 nd Violation Trading Prohibited for 30 Calendar Days
3 rd Violation + Trading Prohibited for 60 Calendar Days
   
Failure to Comply with the Same Day Rule and/or 7-Day Rule
1 st Violation Unwind Trade, Disgorgement of Profit, Written Warning
2 nd Violation Unwind Trade, Disgorgement of Profit, Written Warning, 30-Day Trading Ban
3 rd Violation + Unwind Trade, Disgorgement of Profit, Written Warning, 60-Day Trading Ban
   
Failure to Comply with the 30-Day Hold Rule
1 st Violation Disgorgement of Profit, Written Warning
2 nd Violation Disgorgement of Profit, Written Warning, 30-Day Trading Ban
3 rd Violation + Disgorgement of Profit, Written Warning, 60-Day Trading Ban
 
Incomplete, Late, or Failing to File 17j-1 Reporting (Quarterly)
1 st Violation  
  1 st Deadline Written Warning
  2 nd Deadline 30-Day Trading Ban, Escalation to Management
  3 rd Deadline 60-Day Trading Ban, Escalation to Management, Note to Employee File
  4 th Deadline + Severe Disciplinary Action as determined by Compliance
2 nd   Violation  
  1 st Deadline 30-Day Trading Ban
  2 nd Deadline 60-Day Trading Ban, Escalation to Management
  3 rd Deadline 90-Day Trading Ban, Escalation to Management, Note to Employee File
  4 th Deadline + Severe Disciplinary Action as determined by Compliance
3 rd Violation  
  1 st Deadline 60-Day Trading Ban, Escalation to Management
  2 nd Deadline 90-Day Trading Ban, Disciplinary Action, Escalation to Management, Note to Employee File
  3 rd Deadline + Severe Disciplinary Action as determined by Compliance
     
Incomplete, Late, or Failing to File 17j-1 Reporting and/or Annual Acknowledgement (Annual)
By due date Written Warning
15 days beyond due date 30-Day Trading Ban, Escalation to Management
30 days beyond due date 60-Day Trading Ban, Escalation to Management
45+ days beyond due date Severe Disciplinary Action as determined by Compliance
   
Incomplete, Late, or Failing to File 17j-1 Reporting and/or Annual Acknowledgement (Initial)
Within 10 Days Written Warning
Within 20 Days Written Warning, Escalation to Management
Within 30 Days 30-Day Trading Ban, Escalation to Management
Within 40+ Days 60-Day Trading Ban, Escalation to Management, Disciplinary Action, Note to Employee File

 

 
 

 

QS Investors Code of Ethics

 

 

Gifts & Entertainment, Political Contributions
1 st Violation Disciplinary Action as determined by Compliance
2 nd Violation + Severe Disciplinary Action as determined by Compliance

 

 
 

 

QS Investors Code of Ethics

 

 

Additional Notes Concerning Sanctions:

 

· Compliance will consider certain Code of Ethics infractions on a case-by-case basis in determining a final decision on the technicality or materiality of the violation itself, as well as the ensuing sanctions levied on the employee (where applicable).
· The Sanctions listed in this document are guidelines only. Compliance will solely determine the factors used in arriving in any decisions made apart from this QS Sanctions Schedule.
· Final disciplinary sanctions will be determined by Compliance and Senior Management, which will take into consideration such factors, which include but are not limited to: the period of time between violations, financial hardship, the employee's knowledge of portfolio trading, and trading system technical difficulties. For example, violations occurring within a 24-month period will be taken into consideration, but will not be given full weight in the determination of disciplinary action.
· Financial hardship may include the inability to pay for tuition and medical expenses and the inability to purchase a home. This will be determined on a case-by-case basis.
· All violations will be reviewed on a rolling 1-year period and sanctions for second and third violations will be applicable if the violations occur within the same year.
· Multiple simultaneous violations will be subject to all the applicable sanctions. For example, a portfolio manager who fails to obtain pre-clearance (2 nd violation) and simultaneously violates the Same Day Rule (2 nd violation), will be subject to a 60 Day Trading Ban (30+30) and be required to unwind the trade and disgorge any profit.
· Multiple trading prohibitions are cumulative. Employees receiving multiple trading bans for a violation (as a result of missing multiple deadlines) will have a trading ban period equal to the sum of the multiple trading bans. For example, employees receiving a 30 Day Trading Ban for missing a First Deadline for filing, and subsequently a 60 Day Trading Ban for missing a Second Deadline for filing will have a Trading Ban period equal to 90 days.
· Violations are noted in the employee’s Compliance file, and may also be noted in the employee’s personnel file, depending on the nature and severity of the violation.
· Continued violation of the Code of Ethics may subject you to severe penalties, including possible termination.

 

Document Title: QS Investors Code of Ethics
Compliance Category: Employee Conduct
Document Author: Steven Ducker
Original Issue Date: August 1, 2010
Last Review Date: August 19, 2013
Next Review Date: August  1, 2014
Version: 1.4

 

 

   

Exhibit (p)(13)

 

  

 

Code of Ethics

 

A pril 1, 2012

  

 
 

 

Table of Contents

 

I. Overview and Scope   4
     
II. Statement of General Fiduciary Principles   4
     
III. Definitions   6
     
IV. Requirements of the Code Applicable to all Access Persons, Investment Personnel, and Non-Access Persons   10
     
Compliance with Applicable Securities Laws.   10
     
Adherence to the SSgA Inside Information Policy and the State Street Standard of Conduct   10
     
Reporting Violations   11
     
Certification of Receipt and Compliance   11
     
Reportable Funds Transactions and Holdings   12
     
Disclosure of Reportable Accounts and Holdings   12
     
Excessive Trading   13
     
Gifts and Entertainment   13
     
Political Contributions and Activities   13
     
Use of the Advisers’ Proprietary Information   13
     
Service as a Director/Outside Employment and Activities   14
     
Futures, Options, Contracts For Difference, and Spread Betting   14
     
Initial Public Offerings   14
     
Private Placements   14
     
Investment Clubs and Investment Contests   15
     
Shorting of Securities   15

 

 
 

 

State Street Securities   15
     
V. Trading Provisions, Restrictions, and Prohibitions Applicable to Access Persons and Investment Personnel   16
     
Pre-Clearance   16
     
Short-Term Trading   17
     
VI. Trading Requirements Applicable to Investment Personnel   18
     
Blackout Period   18
     
VII. Administration and Enforcement of the Code of Ethics   19
     
Applicability of the Code of Ethics’ Provisions   19
     
Review of Reports   19
     
Violations and Sanctions   19
     
Appeal of Sanction(s)   19
     
Amendments and Committee Procedures   20
     
Recordkeeping   20

 

Appendix A - SSgA Legal Entities and Locations
 
Appendix B – Beneficial Ownership
 
Appendix C – Reporting Obligations
 
Appendix D – Specific Country Requirements
 
Appendix E – Security Types and Pre-Clearance and Reporting Requirements
 
Appendix F – List of brokers which provide electronic feeds in to Star NG

 

The following Related Policies are available on the Compliance intranet page: Code of Ethics Intranet Page

 

Note: The related policies and information are subject to change from time to time.

· SSgA Inside Information Policy

· SSgA Outside Business Activities and Affiliations Policy
· SSgA Gifts and Entertainment to Public Officials Policy and Foreign Corrupt Practices Act Policy
· SSgA Violation and Sanctioning Policy
· State Street Corporation Political Activities Policy
· State Street Standard of Conduct

 

 
 

 

I. Overview and Scope

 

The Code of Ethics (“the Code”) applies to the employees of and certain designated contingent workers engaged at State Street Global Advisors (collectively “Covered Persons”) wherever located and any other persons as designated from time to time by the State Street Ethics Office (the “Ethics Office”), or their designee. SSgA Funds Management, Inc. (“SSgA FM”) and other advisory affiliates of State Street make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation (see Appendix A for a list of SSgA entities and locations). In certain non-US countries, local laws, regulations or customs may impose requirements in addition to those required by the Code. Covered Persons residing in a country identified in Appendix D are subject to the applicable requirements set forth in Appendix D, as updated from time to time.

 

Please note that in France the provisions of this Code are complementary to the provisions of State Street Global Advisors France, S.A.’s (“ SSgAF”) Internal Regulation as updated on June 1, 2010, and the other policies and procedures listed in Appendix D.

 

The Ethics Office administers this Code in coordination with SSgA’s Global Chief Compliance Officer, and should be contacted if you have any questions concerning the meaning or interpretation of any provision of this Code.

 

II. Statement of General Fiduciary Principles .

 

As investment advisors, SSgA, its subsidiaries and affiliates (see Appendix A) (collectively “the Advisors”, “Our”, or “We”) owe a fiduciary duty to their advisory clients and are subject to certain laws and regulations governing personal securities trading. Therefore, as a Covered Person, you have an obligation to observe the following principles:

 

§ At all times, avoid placing your personal interest ahead of the interests of the clients of the Advisors;

 

§ Avoid actual and potential conflicts of interests between personal activities and the Advisors’ clients’ activities; and

 

§ Do not misappropriate investment opportunities from clients.

 

As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflicts of interest with the Advisors’ clients’ or abuse of your position of trust and responsibility. Please see Appendix D for regional requirements concerning applicability of the Code to accounts associated with the Covered Persons.

  

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The Advisors consider personal trading to be a privilege, not a right. When making personal investment decisions you must exercise extreme care to ensure that the prohibitions of this Code are not violated. We have developed this Code to promote the highest standards of behavior and ensure compliance with applicable laws. The Code sets forth procedures and limitations which govern the personal securities transactions of every Covered Person.

 

It is not possible for this Code to address every situation involving the personal trading of Covered Persons. The Ethics Office is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases placing the Advisors’ clients’ interests as paramount. No Covered Person shall recommend or cause an Advisors’ client account to take action or refrain from taking action for the Covered Person’s own personal benefit. Technical compliance with the procedures, prohibitions and limitations of the Code will not automatically insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any client of the Advisors.

 

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III. Definitions

 

The definitions are designed to help you understand the application of the Code to all Covered Persons, and in particular, your situation. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. Please contact the Ethics Office if you have any questions. The specific requirements of the Code begin on page 11. Please refer back to these definitions as you read the Code.

 

A. Covered Person includes employees of the Advisors, including full-time and part-time, exempt and non-exempt employees (where applicable), and other such persons as designated by the Ethics Office. Covered Person also includes certain designated contingent workers engaged at SSgA, including but not limited to consultants, contractors, and temporary help. Covered Persons are subject to the provisions of this Code.

 

The personal trading requirements of the Code also apply to related persons of Covered Persons, such as spouses, domestic partners, minor children, adult children and other relatives living in the Covered Person’s household, as well as other persons designated as a Covered Person by the CCO or the Ethics Office, or their designee(s). (Please see Appendix D for regional definitions.)

 

B. Categories of Covered Persons

 

1. Access Persons are those Covered Persons, who, in connection with their regular functions or duties, (i) have access to nonpublic information regarding any of the Advisors’ clients’ purchase or sale of securities; (ii) have access to nonpublic information regarding the portfolio holdings of any of the Advisors’ clients; and (iii) other persons designated as Access Persons by SSgA’s Chief Compliance Officer (“CCO”), the Ethics Office or their designee(s).

 

2. Investment Personnel are Access Persons who:

(i) in connection with their regular functions or duties, are responsible for making investment recommendations or decisions; participate in making investment recommendations or decisions; are responsible for day-to-day management of a portfolio; have knowledge of investment decisions under consideration; execute trades; analyze and research securities;(ii) manage or are managed by employees meeting the criteria in (i) above; and (iii) other persons designated as Investment Personnel by SSgA’s CCO, the Ethics Office or their designee(s).

 

3. Non-Access Persons are Covered Persons who are not categorized as Access Persons or Investment Personnel. Non-executive/independent directors are also categorized as Non-Access Persons.

 

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C. Employees are all officers, directors, and employees of the Advisors, including full-time and part-time, exempt and non-exempt employees (where applicable), and other such persons as designated by the Ethics Office or their designee(s).. Such persons may include fund officers, interns, and others providing services to the Advisors.

 

D. Beneficially Owned Account

 

The Code’s provisions apply to accounts beneficially owned by the Covered Person, as well as accounts under direct or indirect influence or control of the Covered Person and includes, but is not limited to:

 

1. The Covered Person’s own Reportable Accounts and Reportable Accounts “beneficially owned” by the Covered Person as described below;

 

2. The Covered Person’s spouse/domestic partner’s/PACS 1 partner’s Reportable Accounts and the Reportable Accounts of minor and adult children and other relatives living in the Covered Person’s household;

 

3. Accounts in which the Covered Person, his/her spouse/domestic partner/PACS partner, minor and adult children or other relatives living in their household have a beneficial interest (i.e. share in the profits even if there is no influence on voting or disposition of the shares); and

 

4. Reportable Accounts (including corporate Accounts and trust Accounts) over which the Covered Person or his/her spouse/domestic partner/PACS partner or other relatives living in the Covered Person’s household exercises investment discretion or direct or indirect influence or control.

 

See Appendix B for a more detailed discussion of Beneficially Owned Accounts and beneficial ownership. For additional guidance in determining beneficial ownership, contact the Ethics Office.

 

E. Reportable Accounts are Beneficially Owned Accounts including:
· All brokerage accounts.
· The Self-Directed brokerage accounts offered to employees of the Advisors by State Street Global Markets, LLC (“SSGM”).
· Accounts which are provided to employees into which their Employee Incentive Awards are deposited.
· Employee Stock Ownership Plans (“ESOPs”)
· Retirement accounts, such as IRA accounts in the U.S., and RRSPs in Canada, as an example.
· Pension or retirement plans offered by other employers (contact the Ethics Office for guidance on these accounts).

 

 

1 PACS partner is a term for a domestic partner applicable in France.

 

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· Accounts in the State Street Salary Savings program (401k accounts in the U. S.), FCPE accounts (SSgA Employee Savings accounts in France) and other retirement plan accounts offered to the employees of the Advisors. However, such accounts are not required to be reported in the Code of Ethics system, Star Next Generation (“Star NG”), at this time.

 

Reportable Accounts do not include a Covered Person’s personal bank accounts and those educational savings plans which only allow unaffiliated open-end mutual funds, unit-investment trusts, or other registered commingled funds (such as IRC 529 Plans in the U.S.). Reportable Accounts also do not include Australian public offer superannuation vehicles or investment option(s) within such vehicles except those which are either wholly advised by the Advisors or enable member directed exposure to a particular security requiring pre-clearance as specified in Appendix E.

 

For greater clarity, all Reportable Accounts must be reported in Star NG regardless of whether they only hold securities which are considered exempt under the Code.

 

F. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and payroll and State Street contributions to the State Street retirement plans.

 

G. CCO means the Global Chief Compliance Officer of SSgA.

 

H. Covered Securities are those securities subject to certain provisions of the Code. See Appendix E “Security Types and Pre-Clearance and Reporting Requirements” for the application of the Code to the various security types and for a list of securities which are not Covered Securities.

 

I. Closed-end Fund means a registered investment company that raises capital only once, by issuing a fixed number of shares. The shares of the closed-end fund are typically traded on an exchange and their prices fluctuate throughout the trading day, based on supply, demand, and the changing values of their underlying holdings. Closed-end funds are also known as Listed Investment Companies in Australia, and Investment Trusts in the U.K. Closed-end funds do not include funds typically known as “Exchange-Traded Funds” (“ETFs”) organized as open-end investment companies or unit investment trusts.

 

J. Contracts For Difference (“CFDs”) are financial derivatives that allow investors to take advantage of prices moving up (long positions) or prices moving down (short positions) on underlying financial instruments and are often used to speculate on those markets. A CFD is a contract between two parties, typically described as "buyer" and "seller", stipulating that the seller will pay to the buyer the difference between the current value of an asset and its value at contract time. If the difference is negative, then the buyer pays instead to the seller.

 

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K. Employee Incentive Awards means SSgA Performance Equity Plan (“PEP”) Awards in State Street Corporation (“STT”) stock, Deferred Stock Awards (DSAs), Restricted Stock Awards (RSAs), STT stock options which are granted to employees, and any other awards that are convertible into or otherwise based on STT common stock.

 

L. EMG means the Executive Management Group of SSgA.

 

M. Fully Managed Account (also known as Discretionary Account) means a Beneficially Owned Account in which the individual has contractually authorized an independent third party broker or advisor to have full investment discretion over the account and trade securities in the account without prior consent from the Covered Person for each transaction. An account is not considered to be a Fully Managed Account until the Ethics Office has formally approved the account as such.

 

N. IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.

 

O. Private Placement means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions (if you are unsure whether the securities are issued in a private placement, you must consult with the Ethics Office). Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned or privately held businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements. Please see Appendix D for regional definitions of Private Placement.

 

P. Reportable Fund means any commingled investment vehicle (except money market funds and ETFs), or Exchange Traded Note (“ETN”) for which the Advisors act as investment advisor, sub-advisor, principal underwriter, or marketing agent.

 

Q. SSgA Compliance Department means all global SSgA compliance staff, including those in local offices, in charge of ensuring compliance with the laws and regulations in force worldwide and who report up to the Global Chief Compliance Officer of SSgA.

 

R. Spread betting is any of various types of wagering, such as on sports, financial instruments or house prices for example, on the outcome of an event where the pay-off is based on the accuracy of the wager, rather than a simple “win or lose” outcome. As an example, spread betting on a stock allows the participant to speculate on the price movement of the stock.

 

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IV. Requirements of the Code Applicable to all Access Persons, Investment Personnel, and Non-Access Persons

 

A. Compliance with Applicable Securities Laws

 

The Advisors are subject to extensive laws and regulations. As a Covered Person, you must comply not only with all applicable securities laws 2 , but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable securities laws. Any person subject to this Code is responsible for compliance with these rules with respect to any Beneficially Owned Account, as applicable. Covered Persons residing outside the U.S. must also comply with local securities laws (see Appendix D for specific country requirements). In addition, Covered Persons must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of the Advisors’ clients, whether or not covered by the provisions of this Code.

 

B. Adherence to the SSgA Inside Information Policy and the State Street Standard of Conduct

 

Covered Persons must adhere to the provisions of the SSgA Inside Information Policy, which governs the receipt and communication of material, non-public information (“inside information”) and prohibits the use of such information in violation of securities laws. The SSgA Inside Information Policy states that trading or recommending trading in any security in violation of securities laws while in possession of material, non-public information (“insider trading”) is prohibited. It is a violation of the SSgA Inside Information policy for any Covered Person to engage in insider trading, including:

 

· trading, either personally or on behalf of others, while in possession of inside information;

 

· communicating inside information to any other person (except to a direct manager or person authorized by the SSgA Legal Department to receive such information (a “Designated Person”) or other Covered Persons on a need-to-know basis with the prior approval of one of the Designated Persons). The Designated Persons List is set forth in the SSgA Inside Information Policy. ; and

 

· recommending the purchase or sale of securities to which the inside information relates.

 

Inside information may include information about important events involving the Reportable Funds, such as, but not limited to, planned mergers or liquidations of Reportable Funds, or changes in the portfolio management team for a Reportable Fund.

 

 

2 U.S. employees must comply with the applicable U.S. Federal Securities Laws. This includes the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under these statutes, the Bank Secrecy Act and rules adopted there under by the SEC or the Department of the Treasury. 

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Employees must also adhere to the provisions of the State Street Standard of Conduct, which addresses personal trading, inside information, and protection of confidential information, among other policies.

 

C. Reporting Violations

 

This language does not apply to Covered Persons in France and Italy. Please see Appendix D for the “Reporting Violations” section applicable in France and Italy. Covered Persons are required to promptly report any violation of the Code, and any amendments thereto, whether their own or another individual’s, to the Ethics Office. Reports of violations other than your own may be made to the Ethics Office, or the CCO. Alternatively, you may contact these individuals anonymously and confidentially.

 

D. Certification of Receipt and Compliance

 

1. Initial Certification (New Covered Person)

 

Each new Covered Person will be given a copy of the Code. New employees will be given a copy of the State Street Standard of Conduct. Each new employee’s offer letter will include a copy of the Code and a statement advising the individual that he/she will be subject to the Code if he/she accepts the offer of employment. If, outside the U.S. due to local employment practices it is necessary to modify this approach, then the offer letters will be revised in accordance with local law. Within 10 calendar days of becoming a Non-Access Person, Access Person, or Investment Person, each new Covered Person must certify that they have (i) read, understand, and will comply with the Code, (ii) will promptly report violations or possible violations (in France and Italy, Covered Persons will acknowledge they have the possibility to report violations or possible violations identified in the “Reporting Violations” section set forth in Appendix D as applicable to France and Italy); and (iii) recognize that a violation of the Code may be grounds for disciplinary action. Further rules apply to Covered Persons in Italy. Please see section “Certification of receipt and Compliance” in Appendix D as applicable to Italy.

 

2. Annual Certification (All Covered Persons)

 

Each Covered Person is required to certify annually that they have read and understand the Code within 30 calendar days following calendar year end. Each Covered Person must also certify that they: (i) have complied with the Code during the course of their association with the Advisor; (ii) will continue to comply with the Code in the future; (iii) will promptly report violations or possible violations (in France and Italy, Covered Persons will acknowledge they have the possibility to report the violations or possible violations identified the “Reporting Violations” section set forth in Appendix D as applicable to France and Italy); (iv) recognize that a violation of the Code may be grounds for disciplinary action. This certification shall apply to all Reportable Accounts.

 

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E. Reportable Funds Transactions and Holdings

 

Covered Persons are subject to the same policies prohibiting excessive trading that apply to all shareholders in Reportable Funds. These policies, as described in the Reportable Funds’ prospectuses, are subject to change.

 

Covered Person investments in Reportable Funds are also subject to the Short Term Trading policy described in Section V. B. of this Code. These transactions are also subject to the pre-clearance and reporting requirements described in Appendix E.

 

The current list of Reportable Funds is located on the Code of Ethics Intranet page using this link: Code of Ethics Intranet page .

 

F. Disclosure of Reportable Accounts and Holdings (for details on the specific reporting obligations, see Appendix C)

 

1. Initial Report

 

Each new Covered Person must disclose all Reportable Accounts, and all holdings in Covered Securities within 10 calendar days of becoming a Non-Access Person, Access Person, or Investment Person. The report must contain information that is current as of a date no more than 45 days prior to the date the new employee became an Access Person, Investment Person, or Non-Access Person.

 

Please note that any Reportable Accounts opened during the Covered Person’s employment or engagement with SSgA must also be immediately disclosed in Star NG regardless of whether there is any activity in the account. Also, any Reportable Accounts newly associated with a Covered Person, through marriage, gift, inheritance, or any other life event, must be disclosed within 30 days of the event.

 

a.) Duplicate Statements and Confirms

 

Each Covered Person is responsible for ensuring that their broker-dealer, trust account manager, or other entity through with they have a Reportable Account, sends directly to the Ethics Office duplicate account statements and duplicate trade confirmations summarizing each transaction. This applies to any Reportable Accounts opened during the Covered Person’s employment or engagement with SSgA. In local jurisdictions where this is not standard market practice, the Covered Person shall be responsible for supplying the Ethics Office or their designee(s) with required duplicate documents. Please see Appendix D for regional requirements.

 

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2. Quarterly Transaction Reports

 

Each Covered Person is required to submit a quarterly transaction report for and certify to transactions in all Covered Securities within 30 calendar days of calendar quarter end, even if they had no transactions in Covered Securities during the quarter. Each Covered Person shall also certify that the Reportable Accounts listed in the transaction report are the only Reportable Accounts in which Covered Securities were traded during the quarter for their direct or indirect benefit. For the purposes of this report, transactions in Covered Securities that are effected in Automatic Investment Plans need not be reported.

 

3. Annual Report

 

On an annual basis, Covered Persons are required to make an annual update of their Reportable Accounts and all holdings in Covered Securities within 30 calendar days following calendar year end. Each Covered Person shall certify that the Covered Securities listed in the report are the only Covered Securities in which they have any direct or indirect beneficial ownership. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted.

 

G. Excessive Trading

 

Excessive or inappropriate trading that interferes with job performance or compromises the duty that the Advisors owe to their clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Ethics Office and reported to the EMG for review. A pattern of excessive trading may lead to disciplinary action under the SSgA Violation and Sanctioning Policy.

 

H. Gifts and Entertainment

 

All employees of the Advisors are required to comply with the SSgA Gifts and Entertainment to Public Officials Policy & Foreign Corrupt Practices Act Policy, as well as the gifts and entertainment section of the State Street Standard of Conduct.

 

I. Political Contributions and Activities

 

All employees of the Advisors are required to comply with the State Street Corporation Political Activities Policy.

 

J. Use of the Advisors’ Proprietary Information

 

The Advisors’ investment recommendations and other proprietary information are for the exclusive use of our clients. Covered Persons should not use the Advisors’ proprietary information for personal benefit. Any pattern of personal trading suggesting use of the Advisors’ proprietary information will be investigated by the Ethics Office. Any misuse or distribution in contravention of the Advisors’ policies regarding confidentiality, proprietary information or the State Street Standard of Conduct is prohibited.

 

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K. Service as a Director/Outside Employment and Business Activities

 

All employees of the Advisors are required to comply with the SSgA Outside Business Activities and Affiliations Policy, as well as the business conflicts section of the State Street Standard of Conduct.

 

L. Futures, Options, Contracts For Difference, and Spread Betting

 

Covered Persons are prohibited from engaging in Contracts For Difference (“CFDs”) and spread betting. Covered Persons are also prohibited from buying or selling options and futures. An exception may be made for Covered Persons who have received options from a prior employer. In those instances, the exercising or selling of options received from the prior employer is subject to the pre-clearance and reporting requirements of the Code. Please see Appendix D for additional regional regulations.

 

M. Initial Public Offerings

 

Covered Persons are prohibited from acquiring securities through an allocation by an underwriter of an initial public offering ("IPO"). An exception may be considered for situations where the spouse/domestic partner/PACS partner of an Covered Person is eligible to acquire shares in an IPO of his/her employer with prior written disclosure to and written approval from the Ethics Office. Please see Appendix D for additional regional regulations.

 

N. Private Placements

 

Covered Persons must obtain prior written approval from the Ethics Office before participating in a Private Placement. The Ethics Office will consult with the appropriate parties in evaluating the request. To request prior approval, Covered Persons must provide the Ethics Office with a completed Private Placement Request form which is available on the Code of Ethics intranet page. See Appendix D for regional definitions of Private Placements.

 

If the request is approved, the Covered Person must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see Section IV. F.) Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

 

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O. Investment Clubs and Investment Contests

 

Covered Persons must obtain prior written approval from the Ethics Office before participating in an Investment Club. The brokerage account(s) of the Investment Club are subject to the pre-clearance and reporting requirements of the Code. Participation in an investment club with other SSgA employees requires special review and pre-approval by the Ethics Office. The Advisors prohibit Covered Persons from direct or indirect participation in an investment contest. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes, or winnings as a result of participation in such activities.

 

P. Shorting of Securities

 

Covered Persons are prohibited from selling securities short. Please see Appendix D for additional regional regulations.

 

Q. State Street Securities

 

Certain employees of the Advisors are subject to the State Street Securities Trading Policy as administered by the State Street Corporate Legal Department. These employees must comply with this policy.

 

During certain trading windows, employees may be permitted to exercise Employee Incentive Awards without being subject to the blackout and open order rule. However, these transactions remain subject to the pre-clearance and reporting requirements of the Code at all times. Employees will be notified when a trading window commences. During this period, all employees remain subject to the SSgA Inside Information Policy, as well as the Personal Trading in Securities section of the State Street Standard of Conduct.

 

All vested State Street Employee Incentive Awards must be entered in to Star NG.

 

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V. Trading Provisions, Restrictions, and Prohibitions Applicable to Access Persons and Investment Personnel

 

A. Pre-Clearance .

 

Access Persons and Investment Personnel must request and receive pre-clearance approval prior to effecting a personal transaction in most Covered Securities (see Appendix E). All pre-clearance requests must be made by submitting a Pre-Trade Authorization Form (“PTAF”) for the amount of shares to be transacted in the Code of Ethics Compliance system, Star NG.

 

Pre-clearance approval is valid for the same business day the approval is granted. "Good-till-cancelled" orders are not permitted. Access Persons and Investment Persons are required to submit a PTAF on "Limit" orders for every day a limit order is open.

 

Access Persons and Investment Persons are required to pre-clear donations and/or gifts of securities made.

 

Any pre-clearance request may be evaluated to determine compliance with the provisions of the Code relevant to the trade, or as market conditions warrant. As there could be many reasons for pre-clearance being granted or denied, Access Persons and Investment Persons should not infer from the pre-clearance response anything regarding the security for which pre-clearance was requested.

 

By seeking pre-clearance, Access Persons and Investment Personnel will be deemed to be advising the Ethics Office or their designee(s) that they (i) do not possess any material, non-public information relating to the security or issuer of the security; (ii) are not using knowledge of any proposed trade or investment program relating to any client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the Ethics Office or their designee(s).

 

Subject to the de minimis exception, Access Persons and Investment Personnel may not trade in a Covered Security on any day that the Advisors have a pending buy or sell order in the same Covered Security on the trading desk for any fund or client account until the order is executed or withdrawn.

 

De Minimis Exception

 

Transactions effected pursuant to the de minimis exception permit a trade to be automatically pre-approved due to its size; however, these transactions remain subject to the pre-clearance and reporting requirements of the Code. A “de minimis transaction” is a personal trade that meets the following condition: A transaction in a security with an aggregate amount equal to or less than US $5,000 (or the local country equivalent) within a five business day window.

 

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Exempted Transactions

 

Pre-clearance is not required for the below list of transactions:

 

· Purchases or sales which are part of an Automatic Investment Plan where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance). These include dividend reinvestment plans, transactions in Employee Stock Ownership Programs (“ESOPs”) and similar services. Initiation of an Automatic Investment Plan must be disclosed to the Ethics Office or their designee(s) in advance.

 

· Transactions in Covered Securities for which the Ethics Office has determined pre-clearance is not required (please see Appendix E for a chart of Security Types and pre-clearance requirements).

 

· Subject to prior approval of the account from the Ethics Office, transactions made in a Discretionary Account. An account will not be deemed a Discretionary Account until the Ethics Office has approved the account as a Discretionary Account. Please see the Code of Ethics intranet page for the pre-approval form and broker certification which must be supplied to the Ethics Office.

 

· Transactions in educational savings plans which only allow unaffiliated open-end mutual funds, unit-investment trusts, or other registered commingled products (such as IRC 529 Plans in the U.S.).

 

· Involuntary purchases or sales such as mandatory tenders, broker disposition of fractional shares, debt maturities. Voluntary tenders, transactions executed as a result of a margin call, and other non-mandatory corporate actions are to be pre-cleared, unless the timing of the action is outside the control of the Covered Person, or the Ethics Office has determined pre-clearance is not required for a particular voluntary transaction.

 

· Covered Securities received via a gift or inheritance, although such Covered Securities must be reported in Star NG.

 

B. Short-Term Trading .

 

All Access Persons and Investment Personnel are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent Covered Security within sixty (60) calendar days. Profits from such trades must be disgorged (surrendered) in a manner acceptable to the Ethics Office and the EMG. Any disgorgement amount shall be calculated by the Ethics Office or their designee(s), the calculation of which shall be binding. This provision does not apply to:

 

· Transactions in securities that are not Covered Securities, transactions in ETFs and money market funds (see Appendix E);

 

· Transactions executed in Discretionary Accounts that have been pre-cleared through and approved by the Ethics Office, are exempt from pre-clearance; or

 

· Transactions effected through an Automatic Investment Plan.

 

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VI. Trading Requirements Applicable to Investment Personnel

 

A. Blackout Period

 

Subject to the de minimis exception, Investment Personnel may not buy or sell a Covered Security that requires pre-clearance for their Reportable Accounts for seven calendar days before or after a transaction in the same or equivalent security in a client portfolio with which they are associated.

 

If a Portfolio Manager receives pre-clearance authorization to trade a Covered Security that requires pre-clearance in his or her Reportable Account, and subsequently determines that it is appropriate to trade the same or equivalent security in his or her client portfolio, the Portfolio Manager must contact the Ethics Office prior to executing any trades for his or her Reportable Account and/or client portfolio.

 

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VII. Administration and Enforcement of the Code of Ethics

 

A. Applicability of the Code of Ethics’ Provisions

 

The EMG, or its designee(s), has the discretion to determine that the provisions of the Code of Ethics policy do not apply to a specific transaction or activity and may exempt any transaction from one or more trading prohibitions in writing under limited circumstances if the transaction is not inconsistent with the purpose of the Code and does not amount to a waiver of a fundamental policy contained in the Code that has been adopted to meet applicable securities laws and applicable firm-wide policies and procedures. The EMG, or its designee(s), will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any Covered Person who would like such consideration must submit a request in writing to the Ethics Office.

 

B. Review of Reports

 

The Ethics Office will regularly review and monitor the reports filed by Covered Persons. Covered Persons and their supervisors may or may not be notified of the Ethics Office’s review.

 

C. Violations and Sanctions

 

This language does not apply to Covered Persons in France and Italy. Please see Appendix D for the “Violations and Sanctions” section applicable in France and Italy. Any potential violation of the provisions of the Code or related policies will be investigated by the Ethics Office. Repeat violations of the Code are reported to the EMG. If a determination is made that a violation has occurred, a sanction may be imposed in accordance with the SSgA Violation and Sanctioning Policy. Material violations will be reported promptly to the respective SSgA Committees, boards of trustees/managers of the Reportable Funds or relevant committees of the boards.

 

D. Appeal of Sanction(s)

 

In accordance with the SSgA Violation and Sanctioning Policy, employees may appeal a sanction, other than termination of employment, according to the process detailed in the SSgA Violation and Sanctioning Policy. This language does not apply to Covered Persons in France and Italy. Please see Appendix D for the “Defense Rights in Regard to Sanctions” section which replaces this section for France and Italy.

 

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E. Amendments and Committee Procedures

 

As set forth in its charter, the Global Compliance Committee (“the Committee”) will review and approve the Code, including appendices and exhibits, and any amendments thereto. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to reflect updated business practice or changes in applicable law and regulation. The Committee, or its designee, shall submit material amendments to the EMG for approval. In addition, the Committee, or its designee, shall submit any material amendments to this Code to the respective boards of trustees/managers of the Reportable Funds, or their designee(s), for approval no later than six months after adoption of the material change.

 

F. Recordkeeping

 

SSgA Compliance shall maintain code of ethics records in accordance with the requirements set forth in applicable securities laws 3 and SSgA’s recordkeeping policy.

 

See Appendix D for additional information relating to the administration and enforcement of the Code of Ethics in certain regions.

  

 

3 In the U.S., record keeping requirements for code of ethics are set forth in Rule 17j-1 of the Investment Company Act of 1940 and Rule 204-2 of the Investment Advisers Act of 1940.

 

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Appendix A: SSgA Legal Entities and Locations

 

Entity   Location
Managed Pension Funds, Limited   London, England
State Street Global Advisors, Australia, Limited   Sydney, Australia
State Street Global Advisors, Australia Services, Limited   Sydney, Australia
SSgA Funds Management, Inc.   Boston, MA
SSgA Private Funds LLC   Dover, DE
SSgA Investment Research Services Private Limited   Bangalore, India
State Street Global Advisors, a division of State Street Bank And Trust Company   Boston, MA
State Street Global Advisors (Japan) Co., Ltd   Tokyo, Japan
State Street Global Advisors AG   Zurich, Switzerland
State Street Global Advisors Asia Limited   Hong Kong, China
State Street Global Advisors France, S.A.   Paris, France
State Street Global Advisors GmbH   Munich, Germany
State Street Global Advisors Limited  

London, England

Milan branch, Milan,

Italy

State Street Global Advisors Ireland Limited   Dublin, Ireland
State Street Global Advisors Luxembourg Management Sarl   Luxembourg, Luxembourg
State Street Global Advisors Singapore Limited   Singapore, Singapore
State Street Global Advisors, Cayman  

Grand Cayman,

Cayman Islands

State Street Global Advisors, Inc.   Dover, DE
State Street Global Advisors, Mauritius   Port Louis, Mauritius
State Street Global Advisors, Ltd  

Montreal, Quebec and Toronto, Ontario,

Canada

State Street Unit Trust Management Limited   London, England
State Street Ireland Unit Trust Management Limited   Dublin, Ireland
The Tuckerman Group, LLC   Ryebrook, NY

 

Appendix A - 1
 

 

Appendix B – Beneficial Ownership

 

The Code states that the Code’s provisions apply to accounts beneficially owned by the Covered Person, as well as accounts under direct or indirect influence or control of the Covered Person. Generally, an individual is considered to be a beneficial owner of accounts or securities when the individual has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that an individual has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:

 

· Accounts and securities held by immediate family members sharing the same household; and

 

· Securities held in trust (certain restrictions may apply)

 

· A right to acquire Covered Securities through the exercise or conversion of any derivative security, whether or not presently exercisable

 

In addition, a Covered Person may be considered a beneficial owner of an account or securities when the Covered Person can exercise direct or indirect investment control.

 

Practical Application

 

· If an adult child is living with his or her parents: If the child is living in the parents’ house, but does not financially support the parent, the parents’ accounts and securities are not beneficially owned by the child. If the child works for the Advisors and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code, with the exception of UGMA/UTMA, or similar types of accounts, which are legally owned by the child. If one or both parents work for the Advisors, and the child is supported by the parent(s), the child’s accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child’s accounts and securities.

 

· Co-habitation (domestic partnership or PACS): Accounts where the Covered Person is a joint owner, or listed as a beneficiary, are subject to the Code. If the Covered Person contributes to the maintenance of the household and the financial support of the partner, the partner’s accounts and securities are beneficially owned by the Covered Person and are therefore subject to the Code.

 

· Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another’s accounts and securities.

 

· UGMA/UTMA and similar types of accounts: If the Covered Person, or the Covered Person’s spouse is the custodian for a minor child, the account is beneficially owned by the Covered Person. If someone other than the Covered Person, or the Covered Person’s spouse, is the custodian for the Covered Person’s minor child, the account is not beneficially owned by the Covered Person.

 

Appendix B- 1
 

 

· Transfer On Death accounts (“TOD accounts”): TOD accounts where the Covered Person receives the interest of the account upon death of the account owner are not beneficially owned by the Covered Person until the account transfer occurs (this particular account registration is not common).

 

· Trusts

 

· If the Covered Person is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity and generally will be subject to a case-by-case review for Code applicability.

 

· If the Covered Person is a beneficiary and does not share investment control with a trustee, the Covered Person is not a beneficial owner until the Trust assets are distributed.

 

· If a Covered Person is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Covered Person.

 

· If the Covered Person is a trustee and a beneficiary, the trust is beneficially owned by the Covered Person.

 

· If the Covered Person is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Covered Person.

 

· If the Covered Person is a settler of a revocable trust, the trust is beneficially owned by the Covered Person.

 

· If the Covered Person’s spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code.

 

· College age children: If a Covered Person has a child in college and still claims the child as a dependent for tax purposes, the Covered Person is a beneficial owner of the child’s accounts and securities.

 

· Powers of Attorney: If a Covered Person has been granted power of attorney over an account, the Covered Person is not the beneficial owner of the account until such time as the power of attorney is activated.

 

Appendix B- 2
 

 

Appendix C- Reporting Obligations

 

A. Duplicate Statements and Confirmations

 

Covered Persons must instruct their broker-dealer, trust account manager, or other entity through which they have a Reportable Account, to send on a regular basis directly to the Ethics Office or their designee(s):,

 

a t rade confirmation summarizing each transaction; and

 

account statements (e.g. monthly, quarterly statements).

 

This applies to any Reportable Accounts opened during the Covered Person’s employment or engagement with SSgA. In local jurisdictions where this is not standard market practice, the Covered Person shall be responsible for supplying the Ethics Office with required duplicate documents. Please see Appendix D for regional requirements.

 

B. Initial and Annual Holdings Reports

 

Covered Persons must file initial and annual holdings reports (“Holdings Reports”) in Star NG as follows.

 

1. Content of Holdings Reports

 

The name of any broker, dealer or bank with whom the Covered Person maintained a Reportable Account. Please note that all Reportable Accounts must be reported in Star NG regardless of whether they do not presently hold any securities or only hold securities which are considered exempt under the Code.

 

•The title, number of shares and principal amount of each Covered Security

 

The date the Covered Person submits the report.

 

2. Timing of Holdings Reports

 

Initial Report – No later than 10 calendar days after becoming an Access Person, Investment Personnel, or Non-Access Person. The information must be current as of a date no more than 45 days prior to the date the Covered Person became an Access Person, Investment Person, or Non-Access Person.

 

Annual Report – Annually, within 30 calendar days following calendar year end and the information must be current as of a date no more than 45 calendar days prior to the date the report is submitted.

 

Appendix C- 1
 

 

3. Exceptions from Holdings Report Requirements

 

Holdings in securities which are not Covered Securities are not required to be included in Holdings Reports (please see Appendix E).

 

C. Quarterly Transaction Reports

 

Covered Persons must file a Quarterly Transaction Report in Star NG with respect to:

 

• any transaction during the calendar quarter in a Covered Security in which the Covered Person had any direct or indirect beneficial ownership: and

 

1. Content of Quarterly Transactions Report

 

a. For Transactions in Covered Securities

 

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

 

The nature of the transaction, (i.e., purchase, sale, or any other type of acquisition or disposition);

 

The price of the Covered Security at which the transaction was effected;

 

The name of the broker, dealer or bank with or through which the transaction was effected; and

 

The date the report was submitted by the Covered Person.

 

b. For Newly Established Reportable Accounts Holding ANY Securities

 

The name of the broker, dealer, or bank with whom the Covered Person established the account;

 

The date the account was established; and

 

The date the report was submitted by the Covered Person.

 

2. Timing of Transactions Report

 

No later than 30 calendar days after the end of the calendar quarter.

 

3. Exception from Transactions Report Requirements

 

Transactions effected pursuant to an Automatic Investment Plan as well as transactions in securities which are not Covered Securities, and transactions effected in accounts which are not Reportable accounts, are not required to be included in the Quarterly Transaction Report (please see Appendix E).

 

Appendix C- 2
 

 

Appendix D- Specific Country Requirements (for Covered Persons located in offices outside of the U.S.)

 

Australia

 

From time to time the Responsible Entity (“RE”) of the Australian domiciled Exchange Traded Funds (ETFs) may determine certain Covered Persons could be in possession of material non-public information relating to one or more ETFs for which State Street Global Advisors, Australia, Limited is the investment advisor, and request a blackout period covering the securities be implemented, whether due to consideration of Australian Securities Exchange listing rules, the insider trading provisions of the Corporations Act 2001 or similar. Typically this may occur during the two weeks prior to the public announcement of income distributions for an ETF.

 

Upon receipt of a request from the RE, the Ethics Office, or their designee, will review the request and may initiate a blackout period over the relevant ETFs on such terms as are deemed appropriate. Covered Persons to whom a blackout period applies will be advised of the commencement, duration and other specifics of any such blackout period. Any trading in contravention of the blackout period will be treated as a violation of this Code.

 

United Kingdom

 

The U.K. Financial Services Authority rules on personal account dealing are contained in the FSA Conduct of Business Rules Sourcebook (“COBS”).

 

Under COBS, any of the Advisors based in the U.K. must take reasonable steps to ensure that any investment activities conducted by Covered Persons do not conflict with the Advisor’s duties to its customers. In ensuring this is, and continues to be, the case, the Advisors must ensure they have in place processes and procedures which enable them to identify and record any Covered Person transactions and permission to continue with any transaction is only given where the requirements of COBS are met.

 

France

 

At the date of this Code, Covered Persons of SSgAF are required in France to comply, in addition to the Code, with the following provisions:

 

(i) Laws and regulations

 

- the Monetary and Financial Code, and in the particular the rules of good conduct provided in Articles L.533-11 et seq. of the Monetary and Financial Code;
- the General Regulation of the Financial Markets Authority, and in particular the organizational and good conduct rules provided in Book III of this Regulation;

 

Appendix D - 1
 

 

- Instructions, recommendations and decisions issued as the case may be by the French Markets Authority.

 

(ii) Policies and procedures issued locally by SSgAF :

 

- Provisions of the Internal Regulation, as updated on June 1, 2010
- Policy relating to management and the prevention of conflicts of interest, as updated on November 1, 2007.

 

Further, as indicated in the Code, certain sections of the Code are not applicable in France, or are applicable in a modified version set forth below. References are to section headings used in the Code.

 

II. Statement of General Fiduciary Principles

 

Please note that in France, the Code does not necessarily apply to transactions of family members or persons in a similar relationship to you. Rather, the Code applies to your personal transactions and related activities, and any transactions of which you are an effective beneficiary.

 

III. Definitions

 

A. Covered Person : In France, a Covered Person includes employees of the Advisors, including full-time and part-time, exempt and non-exempt employees (where applicable), and other such persons as designated by the Ethics Office. Covered Person also includes certain designated contingent workers engaged at SSgA, including but not limited to consultants, contractors, and temporary help. Covered Persons are subject to the provisions of this Code. Persons related to an employee or contingent worker, such as spouses, children and other relatives living in the employee’s or contingent worker’s household are not covered by the Code, except to the extent the employee or contingent worker is an effective beneficiary of transactions entered into by such persons.

 

N . Private Placement : In France, a Private Placement means a securities offering that is exempt from registration or which is not subject to the obligation to publish a prospectus under certain relevant provisions of French law and regulation and/or similar laws of jurisdictions outside of France (if you are unsure whether the securities are issued in a private placement, you must consult with the Ethics Office). In France, the rules relating to Private Placements are set forth in Articles L.411-2 and D.411-1 et seq. of the Monetary and Financial Code.

 

IV. Requirements of the Code Applicable to all Access Persons, Investment Personnel, and Non-Access Persons

 

C. Reporting Violations

   

If a Covered Person in France has reason to believe that a violation of law or regulations relating to internal control procedures in the financial, accounting, banking or anti-corruption areas or that a violation of a interest vital to SSgAF or of the physical or moral integrity of its Covered Persons has been committed, he/she is encouraged to notify the Ethics Office so that SSgAF may carefully examine the facts and take corrective measures.

 

Appendix D - 2
 

 

Covered Persons should identify themselves in order to allow SSgAF to obtain a complete report on the relevant facts as rapidly as possible. Nonetheless, if circumstances require, Covered Persons may communicate the facts anonymously.

 

The information furnished to the company by a Covered Person believing in good faith that his/her action is necessary to protect SSgAF from illegal or inappropriate behavior will be treated in a strictly confidential and secure manner to the extent allowed by law. Any person identified within the framework of the procedure for reporting violations will have a right to access, obtain further information, and if applicable, object to and correct the data regarding him/her.

 

SSgAF will not take any sanctions or retaliatory measures against a Covered Person for reporting suspected violations in good faith. Failure to report will not give rise to any consequences for Covered Persons. However, an abusive use of the reporting procedure may in certain cases expose a Covered Person to sanctions.

 

F. Disclosure of Reportable Accounts and Holdings (for details on the specific reporting obligations, see Appendix C) - 1. a.) Duplicate Statements and Confirms

 

Each Covered Person in France is responsible for sending to the Ethics Office duplicate securities account statements and duplicate trade confirmations summarizing each transaction, including any Reportable Accounts opened during employment or engagement at SSgAF.

 

K. Futures, Options, and Spread Betting

 

In France, the prohibition relating to futures and options does not apply to transactions completed through a Discretionary Account or transactions involving units or shares of a mutual fund which is not governed by Articles L.214-35-2, L.214-37, L.214-42 and R.214-32 of the French Monetary and Financial Code.

 

L. Initial Public Offerings

 

In France, the prohibitions in the Code relating to participation in an IPO does not apply to securities acquired through a Discretionary Account or relating to units or shares of a mutual fund which is not governed by Articles L.214-35-2, L.214-37, L.214-42 and R.214-32 of the French Monetary and Financial Code.

 

Appendix D - 3
 

 

O. Shorting of Securities

 

In France, the prohibitions in the Code relating to shorting does not apply to sales made through a Discretionary Account or relating to units or shares of a mutual fund which is not governed by Articles L.214-35-2, L.214-37, L.214-42 and R.214-32 of the French Monetary and Financial Code.

 

VII. Administration and Enforcement of the Code of Ethics

 

C. Violations and Sanctions

 

Any potential violation of the provisions of the Code or related policies by Covered Persons in France will be investigated by the Ethics Office. Covered Persons are invited to review the list of misconduct which may, among other violations, give rise to the disciplinary sanctions contemplated by SSgAF’s Internal Regulation. Violations of the Code are reported to the EMG. If a determination is made that a violation has occurred, a sanction may be imposed by the employer, SSgAF, in accordance with the SSgA Violation and Sanctioning Policy. As discussed in the SSgA Violation and Sanctioning Policy, sanctions will be proportional to the gravity of the misconduct. Significant sanctions will be reported promptly to the respective SSgA Committees, boards of trustees/managers of the Reportable Funds or relevant committees of the boards.

 

D. Defense rights in regard to sanctions (replacing “D. Appeal of Sanctions” in the Code)

 

In France, all sanctions will be notified in writing to the employee concerned, indicating the grounds for the sanction.

 

Prior to any sanction affecting the duties, career, remuneration or presence of the employee, the following procedure will be implemented:

 

- The employee will be convened to a prior meeting within the two-month period described in Article L.1332-4 of the Labor Code, by registered letter or by hand delivery against receipt.

 

This letter will state the purpose for the convocation and will indicate the date, place and time of the meeting, as well as the possibility for the employee to be assisted by a person of his/her choice from a list which can be consulted at the town hall of SSgA, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex and/or the town hall of the employee’s domicile (if the employee’s domicile is located in the same department as the offices of SSgAF), or at the Labor Inspectorate located at SSgA, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex.

 

- A preliminary meeting will be held during which the facts relating to the employee’s alleged misconduct will be presented to the employee and to the person assisting the employee and at which the employee’s explanations will be obtained.

 

Appendix D - 4
 

 

- As the case may be depending on the explanations given, a sanction letter will be sent by registered post, return receipt requested, at the earliest one full day and at the latest one month after the meeting. This letter should set forth the grounds for the sanction.

 

When the behavior of an employee renders such actions indispensable, conservatory measures may be taken prior to implementing the procedure described above. No sanction may be taken until the procedure has been completed.

 

The following additional sections are added to Part VII of the Code in regard to the Code’s administration and enforcement in France:

 

F. Personal Data

 

In France, data obtained in the context of the administration and enforcement of the Code will be processed in compliance with the “Computers and Personal Freedom” Act of January 6, 1978, as modified by the Law of August 6, 2004. Pursuant to this law, Covered Persons have access, rectification and objection rights in regard to the data relating to them. They may exercise these rights by contacting the SSgAF Compliance Department. The Ethics Office will be notified of any Covered Persons who invoke the objection rights to provide broker statements to their local Compliance Department.

 

Certain recipients of personal data are located outside of the EU, in particular the following recipients: SSgA Compliance, Boston, MA, and StarCompliance Software, Inc., Rockville, MD, United States of America. The following data will be communicated to such recipients: Covered Person’s name, business phone number, business email address, name of brokerage firm, account number, name and amount of securities held in brokerage account. StarCompliance Software, Inc. has obtained and maintains a US-EU Safe Harbor Certification with respect to data protection. The transmission of data to recipients located outside of the EU will be made for the purpose of implementing and coordinating the rules contemplated by this Code.

 

G. Publicity and Entry into Force

 

This Code, which has been filed in France with the secretariat of the clerk of the Labor Court of SSgA, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex and posted in compliance with the provisions of Articles R.1321-1 and R.1321-2 of the Labor Code, entered into force on December 1, 2009.

 

It will be provided to all Covered Persons and other relevant persons at the time of hire or arrival on the premises of SSgAF.

 

Material modifications and additions to these internal rules shall be subject to the same consultation, communication and publicity procedures.

 

Appendix D - 5
 

 

The Code has been previously submitted to the Labor Inspectorate, and is displayed on SSgAF’s premises.

 

Appendix C- Reporting Obligations

 

A. Duplicate Statements and Confirmations

 

Each Covered Person in France is responsible for sending to the Ethics Office duplicate securities account statements and duplicate trade confirmations summarizing each transaction, including any Reportable Accounts opened during employment or engagement at SSgAF- specifically:

 

a t rade confirmation summarizing each transaction; and

 

account statements (e.g. monthly, quarterly statements).

 

This requirement applies to all Reportable Accounts in which a Covered Person has direct or indirect Beneficial Ownership.

 

Italy

 

At the date of this Code, SSgA’s Covered Persons are required in Italy to comply, in addition to the Code, with the following provisions:

 

(i) Laws and regulations

 

· Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Act"), containing, inter alia , general provisions concerning investment services; 
· Legislative Decree No. 231 of 21 November 2007, as amended (the "Anti-money Laundering Act"), containing, inter alia ,  the duty to identify each client and subsequently record his data, as well as to keep a unified electronic archive and to notify any suspect transactions;
· Regulation No.16190 of 29 October 2007, adopted by CONSOB (the "Intermediaries Regulation"), with reference to the investment services and the financial activities carried out in Italy;
· instructions containing information duties and statistical reporting requirements, recommendations and decisions issued as the case may be by any Italian supervisory authorities, including CONSOB and the Bank of Italy.

 

Further, as indicated in the Code, certain sections of the Code are not applicable in Italy, or are applicable in a modified version set forth below. References are to section headings used in the Code.

 

Appendix D - 6
 

 

II.          Statement of General Fiduciary Principles

 

Please note that in Italy, the Code does not necessarily apply to transactions of family members or persons in a similar relationship to you. Rather, the Code applies to your personal transactions and related activities, and any transactions of which you are a direct or indirect beneficiary.

 

In this regard, please also see this Appendix D – Italy – III. Definitions – A Categories of Employees – 5. Covered Person.

 

III. Definitions

 

A.           Categories of Employees - 5. Covered Person : In Italy, a Covered Person includes employees of the Advisors, including full-time and part-time, exempt and non-exempt employees (where applicable), and other such persons as designated by the Ethics Office. Covered Person also includes certain designated contingent workers engaged at SSgA, including but not limited to consultants, contractors, and temporary help. Covered Persons are subject to the provisions of this Code. Persons related to an employee or a contingent worker, such as spouses, children and other relatives living in the employee’s or the contingent worker’s household are not covered by the Code, except to the extent the employee or the contingent worker is a direct or indirect beneficiary of transactions entered into by such persons.

 

N .           Private Placement : In Italy, a Private Placement means a securities offering that is exempt from registration or which is not subject to the obligation to publish a prospectus under certain relevant provisions of Italian law and regulation and/or similar laws of jurisdictions outside of Italy (if you are unsure whether the securities are issued in a private placement, you must consult with the Ethics Office). In Italy, the rules relating to Private Placements are set forth in Article 100 of the Italian Financial Act, as implemented by CONSOB.

 

IV.          Requirements of the Code Applicable to all Access Persons, Investment Personnel, and Non-Access Persons

 

C. Reporting Violations

 

If a Covered Person in Italy has reason to believe that a violation of law or regulations relating to internal control procedures in the financial, accounting, banking or anticorruption areas or that a violation of a interest vital to SSgA or of the physical or moral integrity of its Covered Persons has been committed, he/she is encouraged to notify the Ethics Office so that SSgA may carefully examine the facts and the Ethics Office may take corrective measures.

 

Appendix D - 7
 

 

Covered Persons should identify themselves in order to allow SSgA to obtain a complete report on the relevant facts as rapidly as possible. Nonetheless, if circumstances require, Covered Persons may communicate the facts anonymously.

 

The Italian branch of SSgA will not take any sanctions or retaliatory measures against a Covered Person for reporting suspected violations in good faith. Failure to report will not give rise to any consequences for employees. However, an abusive use of the reporting procedure may in certain cases expose a Covered Person to sanctions.

 

D. Certification of Receipt and Compliance

 

With reference to Italy, further to the provisions set forth under the Code, the following shall apply.

 

The Code is displayed on the premises of the Italian branch of SSgA and constitutes an integral part of its disciplinary code.

 

VII. Administration and Enforcement of the Code of Ethics

 

C.    Violations and Sanctions

 

The requirements of this Code have a binding value vis-à-vis the Covered Persons of the Italian branch of SSgA and are to be considered in addition to the provisions contained in the disciplinary code in force within the Italian branch of SSgA.

 

Any potential violation of the provisions of the Code or related policies by Covered Persons in Italy will be investigated by the Ethics Office. Violations of the Code are reported to the EMG. If a determination is made that a violation has occurred, a sanction may be imposed in accordance with the SSgA Violation and Sanctioning Policy and pursuant to the rules established by Italian Law and by the applicable national collective bargaining agreement.

 

As discussed in the SSgA Violation and Sanctioning Policy, sanctions shall be differentiated and graduated based on the seriousness of the individual breaches, taking into consideration the objective circumstances, the intentionality, the existence of justifications, the recidivism and the possible repetition of the conducts concerned.

 

Disciplinary measures may also apply to any supervisor who directs or approves such actions, or has knowledge of them and does not promptly correct them.

Conducts which violate this Code may also violate laws and therefore subject the offending Covered Person to civil and criminal liabilities as well.

 

SSgA may also be subject to prosecution and fines for the conduct of its employees. Reimbursement of losses of damages deriving from any breach of this Code will be requested to the employees according to the procedures set forth by the applicable national collective bargaining agreement.

 

Appendix D - 8
 

 

D. Defense rights in regard to sanctions (replacing “D. Appeal of Sanctions” in the Code)

 

In Italy, prior to inflict to employee any sanction deriving from possible violations of this Code, the specific disciplinary procedure provided for by Law. No. 300/1970 (the so called “Workers’ Statute”) shall be implemented.

 

In particular, the Ethics Office shall notify in writing to the employee concerned the facts relating to the alleged misconduct and shall ask the employee concerned to furnish his/her justifications within 5 days from the receipt of such disciplinary letter.

 

The disciplinary sanction, if any, shall be adopted following the 5-days' term granted to the employee to render his/her justifications.

 

The disciplinary sanctions shall be proportional to the employee's behaviour in breach.

 

F. Personal Data

 

In Italy the personal data of the Covered Persons shall be processed in compliance with Legislative Decree n. 196 of 30 June 2003, concerning personal data protection.

 

Pursuant to Covered Persons have access, rectification and objection rights in regard to the data relating to them. They may exercise these rights by contacting the Ethics Office. The Ethics Office will be notified of any Covered Persons who invoke the objection rights to provide broker statements to their local Compliance Department.

 

Certain recipients of personal data are located outside of the EU, in particular the following recipients: SSgA Compliance, Boston, MA, and StarCompliance Software, Inc., Rockville, MD, United States of America. The following data will be communicated to such recipients: Covered Person’s name, business phone number, business email address, name of brokerage firm, account number, name and amount of securities held in brokerage account. StarCompliance Software, Inc. has obtained and maintains a US-EU Safe Harbor Certification with respect to data protection. The transmission of data to recipients located outside of the EU will be made for the purpose of implementing and coordinating the rules contemplated by this Code.

 

Germany

 

The rules on personal account dealing are contained in the Securities Trading Act (WpHG, Article 33b) and Minimum Requirements of Compliance (MaComp).

 

Under this law firms/institutions must ensure that any personal investment activities conducted by Covered Persons do not conflict with any duties to clients and/or to the firm. Firms must establish processes and procedures to review and record trading of Covered Persons to avoid any insider trading or conflict of interests.

 

Appendix D - 9
 

 

Hong Kong and Singapore

 

To comply with local conflict of interest requirements, in addition to the other requirements of this Code, all Hong Kong and Singapore based Investment Personnel must pre-clear the following regardless of value with the Ethics Office after receiving pre-clearance approval in Star NG, but prior to conducting a trade,:

 

1. Any trade requiring pre-clearance under this Code; and
2. Any purchase or sale of an Exchange Traded Fund advised or sub-advised by SSgA in Hong Kong and Singapore.

 

Any purchase of an Exchange Traded Fund (which is advised or sub-advised by SSgA in Hong Kong and Singapore) shall also be subject to the minimum holding period of 30 calendar days.

 

Japan

 

To comply with local regulatory requirements in Japan, in addition to the other requirements of this Code, the following modifications are added for Japanese Covered Persons.

 

1. Covered Persons in Japan are subject to a minimum holding period of 6 months regardless of whether a transaction would result in the Covered Person realizing a loss or profit. (Section V. B. Short - Term Trading) This requirement applies to equities, equity warrants, convertible bonds and other equity related products, and does not apply to ETFs, mutual funds, and non-convertible bonds.

 

2. There is no de minimis exception available to Investment Personnel in Japan who work in the active equity group. (Section VI. A. Blackout Period)

 

3. If a Covered Person in Japan intends to deal with a Japanese broker (JSDA member only) for equities, equity warrants, convertible bonds and other equity related products, the Covered Person must obtain a special certification (“Jibadashi-syoumei”) from SSgA Japan compliance.

 

Appendix D - 10
 

 

Appendix E – Security Types and Pre-Clearance and Reporting Requirements

 

(This list is not all inclusive and may be updated from time to time. Contact the Ethics Office for additional guidance as needed.)

 

Security Type   Covered
Security?
  Pre-clearance
Required?
  Transactions
and Holdings
Reporting
Required?
             

Equity securities (publicly traded)

Including both vested and unvested shares.

  Yes   Yes   Yes
             
REITs (publicly traded real estate investment trusts)   Yes   Yes   Yes
             

State Street stock (“STT”)

 

  Yes   Yes   Yes
             
Open-end mutual funds, UCITs, SICAVs, unlisted managed investment schemes not advised or sub-advised by SSgA   No   No   No
             
Open-end mutual funds advised and sub-advised by SSgA (except SSgA Money Market Funds)   Yes   Yes   Yes
             
ETFs not advised or sub-advised by SSgA   Yes   No   Yes
             
ETFs advised by or sub-advised by SSgA   Yes   No   Yes
             
ETNs   Yes   No   Yes
             
All closed-end mutual funds (also known as investment trusts in U.K. and listed investment companies in Australia)   Yes   Yes   Yes
             
Venture Capital Trusts (“VCT’s”)   Yes   Yes   Yes
             
High Yield Bond securities   Yes   Yes   Yes
             
Corporate Bond securities   Yes   Yes   Yes
             
Municipal Bond securities   Yes   Yes   Yes
             
U.S. Treasury securities and other direct obligations backed by the full faith and credit of the U.S. Government or other sovereign government or supranational agencies   No   No   No
             
US Agency securities, such as FHLMC and FNMA, and other debt obligations not backed by the full faith and credit of the US Government or other sovereign government or supranational agencies     Yes   Yes   Yes

 

Appendix E- 1
 

 

High quality short-term debt instruments, cash, bankers acceptances, certificates of deposit (“CDs”), commercial paper, repurchase agreements.   No   No   No
             
Transactions in Employer Stock Ownership Programs (“ESOPs”) and automatic investments in programs where the investment decisions are non-discretionary after the initial selections by the account owner.   Yes   The initial selection and any change in selection must be pre-cleared.   Yes, where Covered Person has a direct or indirect Beneficial Ownership interest in any Covered Securities held by the plan.
             
Hedge Funds and other Private Placements   Yes   Yes* - You must submit a completed Private Placement Request Form to Compliance for approval before participating and before  entering a PTAF to either buy or sell.   Yes
             
Variable and fixed insurance products   No   No   No
             
Educational Savings Plans (such as IRC Section 529 plans) which only allow unaffiliated collective investment schemes   No   No   No
             
Voluntary rights, warrants or tender offers   Yes   Yes   Yes
             
Company Stock Options received from State Street or a former employer   Yes   Yes   Yes

 

Appendix E- 2
 

 

Options (other than Company Stock Options received from employer)   Not permitted under the Code.     n/a   n/a
             
Futures   Not permitted under the Code.     n/a   n/a
             
Contract for Difference (“CFD”) and Spread Bets   Not permitted under the Code.     n/a   n/a

 

  

Appendix E- 3
 

 

Appendix F – List of brokers which currently are providing an electronic feed in to Star NG

 

As of April 2012

 

· Fidelity (U.S. accounts)

 

· TD Ameritrade (U.S. accounts)

 

· Scottrade (U.S. accounts)

 

· ETrade (U.S. accounts)

 

· Merrill Lynch (U.S. accounts)

 

· Charles Schwab (U.S. accounts)

 

· State Street Global Markets (all locations)

 

Appendix F- 1

 

Exhibit (p)(14)

 

Effective June 3, 2013

 

CODE OF ETHICS AND CONDUCT

 

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

 

 
 

 

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

 

TABLE OF CONTENTS

 

  Page
GENERAL POLICY STATEMENT 1-1
Purpose of Code of Ethics and Conduct 1-1
Persons and Entities Subject to the Code 1-2
Definition of Supervised Persons 1-2
Status as a Fiduciary 1-2
Adviser Act Requirements for Supervised Persons 1-3
NASDAQ Requirements 1-4
What the Code Does Not Cover 1-4
Sarbanes-Oxley Codes 1-4
Compliance Procedures for Funds and Federal Advisers 1-4
Compliance with the Code 1-4
Questions Regarding the Code 1-5
STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL 2-1
Allocation of Brokerage Policy 2-1
Annual Verification Questionnaire (AVQ) 2-1
Antitrust 2-1; 7-1
Anti-Bribery Laws and Prohibitions Against Illegal Payments 2-8
Anti-Money Laundering 2-1
Appropriate Conduct 2-1
Computer Security 2-1; 6-1
Conflicts of Interest 2-2
Relationships with Profitmaking Enterprises 2-2
General Prohibitions 2-2
Approval Process 2-2
Review by Ethics Committee 2-2
Approved Service as Director or Similar Position 2-2
   
Service with Nonprofitmaking Organizations 2-3

 

i- 1
 

Approval Process 2-3
By Supervisor 2-3
By Ethics Committee Chairperson 2-3
Relationships with Financial Service Firms 2-3
Existing Relationships with Potential Vendors 2-3
Investment in Client/Vendor Company Stock 2-4
Conflicts in Connection with Proxy Voting 2-4
Confidentiality 2-4
Internal Operating Procedures and Planning 2-4
Clients, Fund Shareholders, and TRP Brokerage Customers 2-5
Third Parties 2-5
Investment Advice 2-5
Investment Research 2-6
Employee Information 2-6
Information about the Price Funds 2-6
Understanding as to Clients' Accounts and Company Records at Time of Termination of Association 2-6
Health Insurance Portability and Accountability Act of 1996 ( “HIPAA” ) 2-6
Employment of Former Government and Self-Regulatory Organization Employees 2-8
Financial Reporting 2-7
Gifts and Gratuities 2-7; 3-1
Health and Safety in the Workplace 2-8
Human Resources 2-7
Equal Opportunity 2-7
Drug and Alcohol Policy 2-7
Policy Against Harassment and Discrimination 2-7
Use of Employee Likenesses and Information 2-8
Inside Information 2-9; 4-1
Investment Clubs 2-9
Marketing and Sales Activities 2-9
Past and Current Litigation 2-10
Political Activities and Contributions 2-10
Lobbying 2-11

 

i- 2
 

 

Professional Designations 2-12
Protection of Corporate Assets 2-12
Quality of Services 2-12
Record Retention and Destruction 2-12
Referral Fees 2-13
Release of Information to the Press 2-13
Responsibility to Report Violations 2-13
General Obligation 2-14
Sarbanes-Oxley Whistleblower Procedures 2-14
Sarbanes-Oxley Attorney Reporting Requirements 2-14
Circulation of Rumors 2-14
Service as Trustee, Executor or Personal Representative 2-14
Social Media 2-15
Speaking Engagements and Publications 2-15
Appendix A 2A
   
STATEMENT OF POLICY ON GIFTS, ENTERTAINMENT, EXPENSE REIMBURSEMENT AND CHARITABLE CONTRIBUTIONS 3-1
STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION 4-1
STATEMENT OF POLICY ON SECURITIES TRANSACTIONS 5-1
STATEMENT OF POLICY WITH RESPECT TO COMPUTER SECURITY AND RELATED ISSUES 6-1
STATEMENT OF POLICY ON COMPLIANCE WITH ANTITRUST LAWS 7-1
STATEMENT OF POLICIES AND PROCEDURES ON PRIVACY 8-1

 

i- 3
 

 

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

 

INDEX

 

Access Persons 5-3
Activities, Political 2-10
Adviser Act Requirements for Supervised Persons 1-3
Advisory Board Membership for Profitmaking Enterprise 2-2
Allocation Policy 2-1
Antitrust 2-1; 7-1
Anti-Bribery Laws and Prohibitions Against Illegal Payments 2-8
Anti-Money Laundering 2-1
Annual Disclosure by Access Persons 5-29
Annual Verification of Compliance 2-1
Appropriate Conduct 2-1
Assets, Protection of Corporate 2-12
Beneficial Ownership, Definition of 5-4
Business Entertainment, Accepting 3-5
Business Entertainment, Providing 3-7
Business Entertainment, Reporting of 3-11
Charitable Contributions 3-13
Chief Compliance Officers Appendix A
Circulation of Rumors 2-14
Clients’ Accounts and Company Records 2-6
Clients, Shareholders and Brokerage Customers 2-5
Client Limit Orders 5-25
Client/Vendor Company Stock, Investment in 2-3
Code Compliance Section 1-1
Code of Ethics and Conduct, Compliance with 1-4
Code of Ethics and Conduct, Purpose of 1-1

 

ii- 1
 

 

Code of Ethics and Conduct, Questions Regarding 1-5
Code of Ethics and Conduct, Persons and Entities Subject to 1-2
Commodity Futures Contracts 5-10
Compliance Procedures, Funds and Federal Advisers 1-4
Computer Security 2-1; 6-1
Conduct, Standards of, Price Group and its Personnel 2-1
Confidentiality/Privacy 2-4; 8-1
Confidentiality of Computer Systems Activities and Information 6-2
Conflicts of Interest 2-2
Contracts for Difference 5-26
Contributions, Political 2-10
Corporate Assets, Protection of 2-12
Crowdfunding 5-15
Currency Trading 5-10
Data Privacy and Protection 6-3
Destruction of Records 2-12
Donor-Advised Funds, Transactions in 5-10
Drug Policy 2-7
Employee Likenesses, and Information, Use of 2-8
Employment of Former Government Employees 2-8
Encryption 8-5
Equal Opportunity 2-7
Excessive Trading, Mutual Funds Shares 5-2
Exchange Traded Funds (" ETFs ") 5-10
Exchange - Traded Index Options 5-25
Executor, Service as 2-14
Expense Reimbursement, Accepting 3-9
Expense Reimbursement, Providing 3-9
Fees, Referral 2-13
Fiduciary, Price Advisers' Status as a 1-2; 5-1
Financial Reporting 2-7
Financial Service Firms, Relationships with 2-3
Front Running 5-1
Gambling Related to Securities Markets 5-29

 

ii- 2
 

 

General Policy Statement 1-1
Gifts, Giving 3-3
Gifts, Receipt of 3-3
Gifts, Reporting 3-10
Global Investment Performance Standards ( “GIPS” ) 2-9
Government Employees, Employment of Former 2-8
Harassment and Discrimination, Policy Against 2-7
Health Insurance Portability and Accountability Act of 1996 ( “HIPAA” ) 2-6
Illegal Payments 2-8
Independent Directors of Price Funds, Reporting 5-20
Independent Directors of Price Group, Reporting 5-23
Independent Directors of Savings Bank, Transaction Reporting 5-23
Information Barriers 4-9
Information, Release to the Press 2-13
Initial Public Offerings 5-14
Inside Information 2-9; 4-1
Insider Trading and Securities Fraud Enforcement Act 4-1; 5-1
Interest, Conflicts of 2-2
Intermediaries, Restrictions on Holding Price Funds Through by Access Persons 5-12
Internal Operating Procedures and Planning 2-4
Internet, Access to 6-6
Investment Advice 2-5
Investment Clubs 2-9; 5-24
Investment Personnel 5-4
Investment Personnel, Reporting of Open-end Investment Company Holdings by 5-29
Investment Research 2-6
Large Issuer/Volume Transactions 5-25
Litigation, Past and Current 2-10
Lobbying 2-12
Margin Accounts 5-24
Market Timing, Mutual Fund Shares 5-2
Marketing and Sales Activities 2-9
Mutual Fund Shares, Excessive Trading of 5-2
myTRPcompliance 5-16

 

ii- 3
 

 

NASDAQ Requirements 1-4
Non-Access Persons 5-4
Nonprofitmaking Organizations, Service with 2-3
Open-End Investment Company Holdings, Reporting by Investment Personnel 5-29
Options and Futures 5-26
Payments, Illegal 2-8
Personal Securities Holdings, Disclosure of by Access Persons 5-29
Personal Representative, Service as 2-14
Political Action Committee ( “PAC” ) 2-10
Political Activities and Contributions 2-10
Press, Release of Information to the 2-13
Price Funds Held Through Intermediaries 5-12
Price Funds Held on Price Platforms or Through TRP Brokerage 5-12
Price Group, Standards of Conduct 2-1
Price Group Stock, Transactions in 5-6
Price Platforms 5-12
Prior Transaction Clearance of Securities Transactions (other than Price Group stock) 5-13
Prior Transaction Clearance Denials, Requests for Reconsideration 5-17
Privacy Policies and Procedures 8-1
Private Placement, Investment In 5-15
Private Placement Memoranda 4-10
Professional Designations 2-12
Profitmaking Enterprises, Relationships with 2-2
Program for Charitable Giving, Transactions in 5-11
Protection of Corporate Assets 2-12
Publications 2-15
Quality of Services 2-12
Questions Regarding the Code 1-5
Rating Changes on Security 5-17; 5-24
Record Destruction 2-12
Record Retention 2-13
Referral Fees 2-13
Regulation FD 4-7
Reimbursement of Consultants Expenses Prohibited 3-9

 

ii- 4
 

 

Release of Information to the Press 2-13
Reportable Funds 5-12
Reporting by Independent Directors of the Price Funds 5-20
Reporting by Independent Directors of Price Group 5-22
Reporting by Independent Directors of the Savings Bank 5-23
Reporting, Financial 2-7
Reporting, Price Group Stock Transactions 5-8
Reporting, Securities Transactions (other than Price Group stock)  (not Independent Directors) 5-17
Reporting Violations 2-13
Research Trips 3-6
Restricted List 4-9
Retention of Code 1-1
Retention, Record 2-12
Rule 10b5-1 4-6
Rule 10b5-2 4-4
Sales and Marketing Activities 2-9
Sanctions 1-4; 4-2; 5-30
Sarbanes-Oxley Attorney Reporting Requirements 2-14
Sarbanes-Oxley Codes 1-4
Sarbanes-Oxley Whistleblower Procedures 2-14
Savings Bank 5-1
Section 529 College Savings Plans, Reporting 5-13; 5-20
Securities Accounts, Notification of 5-18
Securities Transactions, Reporting of (other than Price Group stock)  (not Independent Directors) 5-17
Services, Quality of 2-12
Short Sales 5-27
Sixty (60) Day Rule 5-27
Software Programs, Application of Copyright Law 6-17
Speaking Engagements 2-15
Standards of Conduct of Price Group and its Personnel 2-1
Statement, General Policy 1-1
Social Media Guidelines 2-15

 

ii- 5
 

 

Supervised Persons, Adviser Act Requirements for 1-3
Supervised Persons, Definition of 1-2
Supervision of Gifts, Business Entertainment and Expense Reimbursement 3-10
Supervision of Requests Regarding Charitable Contributions 3-12
T. Rowe Price Platform 5-12
Temporary Workers, Application of Code to 1-2; 5-3
Termination of Association, Understanding as to Accounts and Records 2-6
Trading Activity, Generally 5-24
Trading Activity, Mutual Fund Shares 5-2
Trading Price Funds on Price Platforms/Brokerage 5-12
Trading Price Funds Through Intermediaries 5-12
Trips, Research 3-6
Trustee, Service as 2-14
Use of Employees’ Likenesses and Information 2-8
Vendors, Relationships with Potential 2-3
Violations, Responsibility to Report 2-13
Waiver for Executive Officer, Reporting of 1-4
Watch List 4-9
Whistleblower Procedures, Sarbanes-Oxley 2-14

 

ii- 6
 

 

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

 

GENERAL POLICY STATEMENT

 

Purpose of Code of Ethics and Conduct. As a global investment management firm, we are considered a fiduciary to many of our clients and owe them a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to always act in their best interests. Over the course of our Company’s history, we have earned a reputation for fair dealing, honesty, candor, objectivity and unbending integrity. This has been possible by conducting our business on a set of shared values and principles of trust.

 

In order to educate our personnel, protect our reputation, and ensure that our tradition of integrity remains as a principle by which we conduct business, T. Rowe Price Group, Inc. (“T. Rowe Price,” “TRP”, “Price Group” or “Group”) has adopted this Code of Ethics and Conduct (“Code”) . Our Code establishes standards of conduct that we expect each associate to fully understand and agree to adopt. As we are in a highly regulated industry, we are governed by an ever-increasing body of federal, state, and international laws as well as countless rules and regulations which, if not observed, can subject the firm and its employees to regulatory sanctions. In total, our Code contains 31 separate Standards of Conduct as well as the following separate Statements of Policy:

 

1. Statement of Policy on Gifts, Entertainment, Expense Reimbursement and Charitable Contributions
2. Statement of Policy on Material, Inside (Non-Public) Information
3. Statement of Policy on Securities Transactions
4. Statement of Policy with Respect to Computer Security and Related Issues
5. Statement of Policy on Compliance with Antitrust Laws
6. Statement of Policies and Procedures on Privacy

 

A copy of this Code will be retained by the Code Administration and Regulatory Reporting Section of Group Compliance in Baltimore (“Code Compliance Section”) for five years from the date it is last in effect. While the Code is intended to provide you with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue that you may face. The firm maintains other compliance-oriented manuals and handbooks that may be directly applicable to your specific responsibilities and duties. Nevertheless, the Code should be viewed as a guide for you and the firm as to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.

 

Each new employee will be provided with a copy of the current Code and all employees have access to the current Code, which is posted on the intranet. Each employee will be required to provide Price Group with a written acknowledgement of his or her understanding of the Code and its amendments on at least an annual basis. All written acknowledgements will be retained as required by the Investment Advisers Act of 1940 (the “Advisers Act.” )

 

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Please read the Code carefully and observe and adhere to its guidance.

 

Persons and Entities Subject to the Code. Unless otherwise determined by the Chairperson of the Ethics Committee, the following entities and individuals are subject to the Code:

 

· Price Group

 

· The subsidiaries and affiliates of Price Group

 

· The officers, directors and employees of Group and its affiliates and subsidiaries

 

Unless the context otherwise requires, the terms “T. Rowe Price,” "Price Group" and "Group" refer to Price Group and all its affiliates and subsidiaries.

 

In addition, the following persons are subject to the Code:

 

1. All temporary workers hired on the Price Group payroll (" TRP Temporaries ");

 

2. All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

 

3. All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and

 

4. Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

 

The independent directors of Price Group, the Price Funds and the Savings Bank are subject to the principles of the Code generally and to specific provisions of the Code as noted.

 

Definition of Supervised Persons. Under the Advisers Act, the officers, directors (or other persons occupying a similar status or performing similar functions) and employees of the Price Advisers, as well as any other persons who provide advice on behalf of a Price Adviser and are subject to the Price Adviser’s supervision and control are “Supervised Persons.”

 

Status as a Fiduciary. Several of Price Group's subsidiaries are investment advisers registered with the United States Securities and Exchange Commission (" SEC "). These include T. Rowe Price Associates, Inc. (" TRPA "), T. Rowe Price International Ltd (" TRPIL "), T. Rowe Price Advisory Services, Inc. (" TRPAS "), T. Rowe Price (Canada), Inc. (" TRP Canada "), T. Rowe Price Singapore Private Ltd. ( “TRPSING” ) and T. Rowe Price Hong Kong Limited ( “TRPHK” ).

 

TRPIL is also registered with the United Kingdom’s Financial Conduct Authority ( “FCA” ).

 

TRPIL is also subject to regulation by the Financial Services Association/Kanto Local Finance Bureau ( “KLFB” ) (Japan) as well as the Dubai Financial Services Authority (in respect of its DFIC Representative Office).

 

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TRPHK is also registered with the Securities and Futures Commission ( “SFC” ) (Hong Kong).

 

TRPSING is also registered with the Monetary Authority of Singapore ( “MAS” ) (Singapore).

 

TRP Canada is also registered with the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission, the Saskatchewan Financial Services Commission, the Nova Scotia Securities Commission, the New Brunswick Securities Commission, the Financial Markets Authority (Quebec) and the Alberta Securities Commission.

 

All advisers affiliated with Group will be referred to collectively as the " Price Advisers " unless the context otherwise requires. The Price Advisers will register with additional securities regulators as required by their respective businesses. The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients' investments. As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.

 

Adviser Act Requirements for Supervised Persons. The Advisers Act requires investment advisers to adopt codes that:

 

· establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;

 

· require Supervised Persons to comply with all applicable securities laws, including:

 

o Securities Act of 1933
o Securities Exchange Act of 1934
o Sarbanes Oxley Act of 2002
o Investment Company Act of 1940
o Investment Advisers Act of 1940
o Gramm-Leach-Bliley Privacy Act
o Any rules adopted by the SEC under any of the foregoing Acts; and
o Bank Secrecy Act as it applies to mutual funds and investment advisers and any rules adopted under that Act by the SEC or the United States Department of the Treasury;

 

· require Supervised Persons to report violations of the code promptly to the adviser’s chief compliance officer or his or her designee if the chief compliance officer also receives reports of all violations; and

 

· require the adviser to provide each Supervised Person with a copy of the code and any amendments and requiring Supervised Persons to provide the adviser with written acknowledgement of receipt of the code and any amendments.

 

Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.

 

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NASDAQ Requirements. Nasdaq Stock Market, Inc. (“ NASDAQ ”) rules require listed companies to adopt a Code of Conduct for all directors, officers, and employees. Price Group is listed on NASDAQ. This Code is designed to fulfill this NASDAQ requirement. A waiver of this Code for an executive officer or director of T. Rowe Price Group, Inc. must be granted by Group’s Board of Directors and reported as required by the pertinent NASDAQ rule.

 

What the Code Does Not Cover. The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. (" Investment Services ") is regulated by the Financial Industry Regulatory Authority (“FINRA”) and, as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA. In addition, TRPIL and TRP Canada are subject to several non-U.S. regulatory authorities as described on page 1-3 of this Code.

 

Sarbanes-Oxley Codes. The Principal Executive and Senior Financial Officers of Price Group and the Price Funds are also subject to Codes (collectively the “ S-O Codes ”) adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley Act ”). These S-O Codes, which are available along with this Code on the firm’s intranet site under Departments/Corporate/Legal, are supplementary to this Code, but administered separately from it and each other.

 

Compliance Procedures for Funds and Federal Advisers. Under Rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws. These procedures must provide for the oversight of compliance by the fund’s advisers, principal underwriters, administrators and transfer agents. Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.

 

Compliance with the Code. Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm. An employee may be required to surrender any profit realized from a transaction that is deemed to be in violation of the Code. In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment. Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code. The names of the members of the Management Committee are included in Appendix A to this Code.

 

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Questions Regarding the Code. Questions regarding the Code should be referred as follows:

 

1. Standards of Conduct of Price Group and Its Personnel: the Chairperson of the Ethics Committee, the Director of Human Resources, or the TRP International Compliance Team.

 

2. Statement of Policy on Gifts, Entertainment, Expense Reimbursement and Charitable Contributions: the Legal Department in Baltimore ( “Legal Department” ) or the TRP International Compliance Team.

 

3. Statement of Policy on Material, Inside (Non-Public) Information: the Legal Department or the TRP International Compliance Team.

 

4. Statement of Policy on Securities Transactions: For U.S. personnel: the Chairperson of the Ethics Committee or his or her designee; for International personnel: the TRP International Compliance Team.

 

5. Statement of Policy with Respect to Computer Security and Related Issues: Enterprise Security, the Legal Department or the TRP International Compliance Team.

 

6. Statement of Policy on Compliance with Antitrust Laws: Legal Department.

 

7. Statement of Policies and Procedures on Privacy: Legal Department or the TRP International Compliance Team.

 

For additional information, consult Appendix A following the Standards of Conduct section of the Code.

 

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STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

 

Allocation of Brokerage Policy. The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part 2A of Form ADV of each of the Price Advisers. The Form ADV is each adviser's registration statement filed with the SEC. It is imperative that all employees -- especially those who are in a position to make recommendations regarding brokerage allocation, or who are authorized to select brokers that will execute securities transactions on behalf of our clients -- read and become fully knowledgeable concerning our policies in this regard. Any questions regarding any of the Price Advisers' allocation policies for client brokerage should be addressed to the designated contact person(s) of the U.S. Equity or Fixed Income or the International Committee, as appropriate. See Appendix A.

 

Annual Verification Questionnaire (AVQ) . Each year, each person subject to the Code ( see p. 1-2) is required to complete a Verification Questionnaire regarding his or her compliance with various provisions of this Code, including its policies on personal securities transactions and material, inside information. In addition, each Access Person (defined on p. 5-3), except the independent directors of the Price Funds, must file an Initial and Annual Holdings Report ( see pp. 5-29 and 5-30).

 

Antitrust. The United States antitrust laws are designed to ensure fair competition and preserve the free enterprise system. The United Kingdom and the European Union have requirements based on similar principals. Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity. To ensure its employees' understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws. All employees should read and understand this Statement ( see page 7-1).

 

Anti-Money Laundering. Certain subsidiaries of Price Group are subject to the laws and regulations of the United States, United Kingdom and the other jurisdictions in which they do business regarding the prevention and detection of money laundering. For example, under the U.S. Patriot Act, the affected subsidiaries must develop internal policies, procedures and controls to combat money laundering, designate a Compliance Officer for the anti-money laundering program, implement employee training in this area, and ensure that an independent review of the adequacy of controls and procedures in this area occurs annually. In addition, the anti-money laundering program must include a Customer Identification Program (“ CIP ”). Each of these entities has specific procedures in this area, by which its employees must abide.

 

Appropriate Conduct. Associates are expected to conduct themselves in an appropriate and responsible manner in the workplace, when on company business outside the office and at company-sponsored events. Inappropriate behavior reflects poorly on the associate and may impact TRP. Supervisors should be especially mindful that they should set the standard for appropriate behavior.

 

Computer Security. Computer systems and programs play a central role in Price Group's operations. To establish appropriate computer security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy with Respect to Computer Security and Related Issues. You should read and understand this Statement ( see page 6-1).

 

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Conflicts of Interest. All employees must avoid placing themselves in a "compromising position" where their interests may be in conflict with those of Price Group or its clients.

 

Relationships with Profitmaking Enterprises. Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.

 

General Prohibitions. Employees are generally prohibited from serving as officers or directors of any issuer (company) that is approved or likely to be approved for purchase in our firm’s client accounts. In addition, an employee may not accept or continue outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker/dealer, investment adviser or an insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer of the broker/dealer. See Appendix A for the name of the Chief Compliance Officer of the broker/dealer. An employee also may not become independently registered as an investment adviser.

 

Approval Process . Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self-employment, must be approved in writing by the employee’s supervisor. If the employee is a registered representative of Investment Services, he or she must also receive the written approval of the Chief Compliance Officer of the broker/dealer.

 

Review by Ethics Committee . If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interests of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise, employment by another firm in the securities industry, or self-employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final. See below for a discussion of relationships with financial services firms.

 

Approved Service as Director or Similar Position. Certain employees may serve as directors or as members of creditors committees or in similar positions for non-public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

 

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Service with Nonprofitmaking Organizations. Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.

 

Approval Process. The approval process for service with a non-profitmaking organization varies depending upon the activity undertaken.

 

By Supervisor. An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee or member of the Board of Directors of any non-profit organization.

 

By Ethics Committee Chairperson. If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker/dealer before accepting the position.

 

Although individuals serving as officers, Board members or trustees for non-profitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations ( e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.

 

Relationships with Financial Service Firms. In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker/dealers, investment advisers or other companies engaged in the mutual fund industry. Of course, all such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

 

If any member of an employee's immediate family is employed by, or has a partnership interest in a broker/dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Ethics Committee.

 

An ownership interest of 0.5% or more in any entity, including a broker/dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Section. See p. 5-29.

 

Existing Relationships with Potential Vendors. If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any on-going personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee in writing before becoming involved in the selection process.

 

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Investment in Client/Vendor Company Stock. In some instances, existing or prospective clients ( e.g., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:

 

· employees are prohibited from providing any internal information ( e.g., internal ratings or plans for future Price Fund or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department or otherwise allowed by the Code under the sections entitled “Investment Research” and “Information about the Price Funds” ( see p. 2-6), and

 

· investment decisions of employees regarding a client’s or vendor’s securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client’s or vendor’s securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.

 

In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non-Public) Information , which is part of this Code ( see p. 4-1).

 

Conflicts in Connection with Proxy Voting. If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm’s proxy voting policies.

 

Confidentiality. The exercise of confidentiality extends to the major areas of our operations, including internal operating procedures and planning; clients, fund shareholders and TRP Brokerage customers; investment advice; investment research; employee information and contractual obligations to protect third party confidential information. The duty to exercise confidentiality applies not only while an individual is associated with the firm, but also after he or she terminates that association.

 

Internal Operating Procedures and Planning. During the years we have been in business, a great deal of creative talent has been used to develop specialized and unique methods of operations and portfolio management. In many cases, we feel these methods give us an advantage over our competitors and we do not want these ideas disseminated outside our firm. Accordingly, you should be guarded in discussing our business practices with outsiders. Any requests from outsiders for specific information of this type should be cleared with the appropriate supervisor before it is released.

 

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Also, from time to time management holds meetings in which material, non-public information concerning the firm's future plans is disclosed. You should never discuss confidential information with, or provide copies of written material concerning the firm's internal operating procedures or projections for the future to, unauthorized persons outside the firm.

 

Clients, Fund Shareholders, and TRP Brokerage Customers. In many instances, when clients subscribe to our services, we ask them to disclose fully their financial status and needs. This is done only after we have assured them that every member of our organization will hold this information in strict confidence. It is essential that we respect their trust. A simple rule for you to follow is that the names of our clients, fund shareholders, or TRP Brokerage customers or any information pertaining to their investments must never be divulged to anyone outside the firm, not even to members of their immediate families, without appropriate authorization, and must never be used as a basis for personal trades over which you have beneficial interest or control.

 

Third Parties. In contracts with vendors and other third parties with which we have business dealings, the firm may enter into obligations to protect the confidentiality of information received from third parties. Such information may include software, business information concerning the third party or the terms and pricing of the contractual arrangement. This information must be protected in the same manner that the firm’s own confidential information is protected.

 

In addition, the firm has adopted a specific Statement of Policies and Procedures on

Privacy , which is part of this Code ( see p. 8-1).

 

Investment Advice. Because of the fine reputation our firm enjoys, there is a great deal of public interest in what we are doing in the market. There are two major considerations that dictate why we must not provide investment "tips":

 

· From the point of view of our clients, it is not fair to give other people information which clients must purchase.

 

· From the point of view of the firm, it is not desirable to create an outside demand for a stock when we are trying to buy it for our clients, as this will only serve to push the price up. The reverse is true if we are selling. Therefore, disclosure of our trading interests could have a negative impact on the firm’s ability to execute trades at the best price.

 

In light of these considerations, you must never disclose to outsiders our buy and sell recommendations, current orders or recent transactions, securities we are considering for future investment, or the portfolio holdings of our clients or mutual funds without specific firm authorization.

 

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The practice of giving investment advice informally to members of your immediate family should be restricted to very close relatives. Any transactions resulting from such advice are subject to the prior transaction clearance (Access Persons only except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of the Statement of Policy on Securities Transactions. Under no circumstances should you receive compensation directly or indirectly (other than from a Price Adviser or an affiliate) for rendering advice to either clients or non-clients.

 

Investment Research. Any report circulated by a research analyst is confidential in its entirety and should not be reproduced or shown to anyone outside of our organization, except our clients where appropriate. If a circumstance arises where it may be appropriate to share this information otherwise, the Chairperson of the Ethics Committee should be consulted first.

 

Employee Information. For business and regulatory purposes, the firm collects and maintains information ( e.g., social security number, date of birth, home address) about its employees, temporaries and consultants. You may not use such information for any non-business or non-regulatory purpose or disclose it to anyone outside the firm without specific authorization from the Legal Department or the TRP International Compliance Team as appropriate.

 

Information about the Price Funds. The Price Funds have adopted policies and procedures with respect to the selective disclosure of information about the Price Funds and their portfolio holdings. These are set forth on the firm’s intranet under “Departments/Corporate/Legal/ TRP Policy and Procedures Documents/Legal/Mutual Funds/“Portfolio Information Release Policy” and “Matrix of Supplementary Fund Data”. All Associates are charged with informing themselves of, and adhering to, these Policies and Procedures and may not release any information about the Price Funds that would be harmful to the Price Funds or their shareholders.

 

Understanding as to Clients' Accounts and Company Records at Time of Termination of Association. The accounts of clients, mutual fund shareholders, and TRP Brokerage customers are not the property of any employee; they are accounts of one of Price Group’s affiliates. This includes the accounts of clients for which one or more of the Price Advisers acts as investment adviser, regardless of how or through whom the client relationship originated and regardless of who may be the counselor for a particular client. At the time of termination of association with Price Group, you must: (1) surrender to Price Group in good condition any and all materials, reports or records (including all copies in your possession or subject to your control) developed by you or any other person that are considered confidential information of Price Group; and (2) refrain from communicating, transmitting or making known to any person or firm any information relating to any materials or matters whatsoever that are considered by Price Group to be confidential.

 

HIPAA. The firm’s Flexible Benefits Plan has adopted a specific Privacy Notice regarding the personal health information of participants in compliance with the Health Insurance Portability and Accountability Act of 1996 ( “HIPAA” ). A copy of the HIPAA Privacy Notice can be found on the firm’s intranet under Departments/Corporate/Human Resources/Benefits/HIPAA Privacy Notice.

 

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Financial Reporting. Price Group's records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. See Responsibility to Report Violations at p. 2-13.

 

Gifts and Gratuities. The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in this Code in the Statement of Policy on Gifts, Entertainment, Expense Reimbursement and Charitable Contributions. All employees should read and understand this Statement ( see page 3-1).

 

Human Resources. You should consult the appropriate Associate Handbook for more information on the policies discussed in this section and other Human Resources policies.

 

Equal Opportunity. Price Group is committed to the principles of equal employment opportunity (EEO) and the maximum optimization of our associates’ abilities. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, citizenship status, veteran status, or any other classification protected by federal, state or local laws.

 

This commitment to Equal Opportunity covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training and development, compensation, and benefits.

 

All associates of T. Rowe Price are expected to comply with the spirit and intent of our Equal Employment Opportunity Policy.

 

If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

 

Drug and Alcohol Policy. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group employees and customers and restrict the firm’s ability to carry out its mission. Personnel must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

 

Policy Against Harassment and Discrimination. Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity. Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination including harassment.

 

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Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, color, national origin, religion, creed, sex, gender, sexual orientation, age, disability, veteran, marital or any other status protected by federal, state, or local law. In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual based on race, color, national origin, religion, creed, sex, gender, sexual orientation, age disability, veteran, marital, or any other status protected by federal, state or local law. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips. In addition, the firm will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward any associate from our customers and clients and vice versa.

 

If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

 

Health and Safety in the Workplace. Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them do their jobs effectively.

 

Use of Employee Likenesses and Information. Employees consent to the use of their names, biographical information, images, job descriptions and other relevant business data for any work-related purpose. A “work-related purpose” includes any T. Rowe Price sponsored community or charitable event.

 

Employment of Former Government and Self-Regulatory Organization Employees. United States laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the United States or internationally, guidance must be obtained from the Legal Department.

 

Anti-Bribery Laws and Prohibitions Against Illegal Payments. State, United States, and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group. Price Group, through its policies and practices, is committed to comply fully with these laws. T. Rowe Price prohibits its employees as well as anyone acting on its behalf from making any type of illegal payment. The U.S. Foreign Corrupt Practices Act ( “FCPA” ) makes it a crime to directly or indirectly pay, promise to pay, offer to pay or authorize the payment of any money or anything of value to any government official in connection with obtaining or retaining business or influencing such official in order to secure an improper advantage. The term "government official" is broadly defined to include any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality thereof, or for or on behalf of any such public international organization, and any political party, party official or candidate for public office.

 

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Additionally, the U.K. Bribery Act 2010 (the “Bribery Act”) came into force in July, 2011. The Bribery Act contains wide prohibitions on illegal payments and specifically prohibits bribery between private parties. Also, the Bribery Act provides for severe civil and criminal penalties against individuals and corporations.

 

Under these anti-bribery laws, actions constituting a bribe or illegal payment are interpreted broadly and could include excessive, repeated or lavish entertainment and/or gifts. Associates must adhere to the guidelines of gift and business entertainment policies and, if required by the applicable policy, indicate in the reporting process whether a recipient of a gift or business entertainment is a government official.

 

If you are solicited to make or receive an illegal payment or have any questions about this section of the Code, you should contact the Legal Department. Also, an anonymous Hotline (888-651-6223) has been established for employees to report any concerns they have regarding illegal payments, including potential violations of the FCPA and the Bribery Act.

 

Inside Information. The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., U.K., and other international, state and other governmental laws and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information ( see page 4-1).

 

Investment Clubs . The following discussion of obligations of Access Persons does not apply to the independent directors of the Price Funds. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or his or her designee before forming or participating in a stock or investment club. Transactions in which Access Persons have beneficial ownership or control ( see p. 5-4 ) through investment clubs are subject to the firm's Statement of Policy on Securities Transactions. As described on p. 5-24, approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse's participation in the club and has no investment control or input into decisions regarding the club's securities transactions. Non-Access Persons (defined on p. 5-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

 

Marketing and Sales Activities. All written and oral marketing materials and presentations (including performance data) ( e.g., advertisements; sales literature) must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards (" GIPS "), FCA, and other applicable international requirements. All such materials (whether for the Price Funds, non-Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department or the TRP International Compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

 

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Past and Current Litigation. As a condition of employment, each new employee is required to answer a questionnaire regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained through these questionnaires to answer questions asked on governmental and self-regulatory organization registration forms and for insurance and bonding purposes.

 

Each employee is responsible for keeping answers on the questionnaire current.

 

An employee should notify Human Resources and either the Legal Department or the TRP International Compliance Team promptly if he or she:

 

· Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a United States (federal, state, or local), foreign or military court, or

 

· Becomes the subject of a Regulatory Action, which includes any action by the SEC, the FCA, the SFC, the MAS, the KLFB, The Netherland Authority for the Financial Markets, the Danish Financial Supervisory Authority, the Swedish Financial Supervisory Authority, the CSSF, and the Ontario, Manitoba, British Columbia and Alberta Securities Commissions, a state, a foreign government, a federal, state or foreign regulatory agency or any domestic or foreign self-regulatory organization relating to securities or investment activities, dishonesty, breach of trust, or money laundering as well as any court proceeding that has or could result in a judicial finding of a violation of statutes or regulations related to such activities or in an injunction in connection with any such activities.

 

Political Activities and Contributions. Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions. These regulations can restrict the ability of the firm and its employees to make political contributions. In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the “Pay to Play” rule. The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executives or employees, to state and local government officials in the United States may be perceived to improperly influence the award of government investment business. Generally, the Rule prohibits an investment adviser from providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates. The Rule affects T. Rowe Price and its employees because government entities use the firm’s advisory services and also invest in T. Rowe Price mutual funds.

 

The firm has adopted a “Statement of Policy Regarding Political Contributions” (the “Political Contributions Policy” or “Policy” ) to comply with the SEC rule and other applicable laws and requirements. Under the Policy, all T. Rowe Price associates globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political party, Political Action Committee ( “PAC” ) or political organization in the United States. Additionally, associates are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC or political organization in the United States. Additionally, associates are prohibited from doing anything indirectly that, if done directly, would violate this Policy.

 

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Any questions about the Political Contributions Policy should be directed to the “Political Contribution Requests” mailbox.

 

In addition to the requirements imposed by the SEC rule, all U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis. Certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the United States Municipal Securities Rulemaking Board (" MSRB "). Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.

 

United States law prohibits corporate contributions to campaign elections for federal office ( e.g., U.S. Senate and House of Representatives). The SEC rule effectively prohibits corporate contributions by the firm to state and local elections.

 

No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

 

T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees. Additionally, the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

 

T. Rowe Price does not have a PAC. However, T. Rowe Price has granted permission to the Investment Company Institute’s PAC (“ ICI PAC ”), which serves the interests of the investment company industry, to solicit T. Rowe Price’s senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary. Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.

 

As noted above, the SEC rule prohibits most solicitation activities. To the extent the Legal Department approves solicitation activities in accordance with applicable rules or other requirements employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Price’s policies regarding solicitation. These include the following:

 

· It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.

 

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· It must be clear that any contribution is entirely voluntary.
· T. Rowe Price’s stationery and email system may not be used.

 

An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities. Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.

 

Lobbying. It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state’s lobbying laws. For example, in Maryland, if $2,500 of a person’s compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means ( e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a state’s officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.

 

Professional Designations. It is the supervisor's responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use on a business card or letterhead, is a valid designation issued by a reputable credentialing organization.  In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation, it is relevant to his or her job and is authorized to use it. Any questions should be directed to the Legal Department.

 

Protection of Corporate Assets. All personnel are responsible for taking measures to ensure that Price Group's assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary, research or marketing information, corporate trademarks and service marks, copyrights, client relationships and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firm's interests.

 

Quality of Services. It is a continuing policy of Price Group to provide investment products and services that: (1) meet applicable laws, regulations and industry standards; (2) are offered to the public in a manner that ensures that each client/shareholder understands the objectives of each investment product selected; and (3) are properly advertised and sold in accordance with all applicable SEC, FCA, FINRA, and other international, state and self-regulatory rules and regulations.

 

The quality of Price Group's investment products and services and operations affects our reputation, productivity, profitability and market position. Price Group's goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

 

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Record Retention and Destruction. Under various U.S., U.K., other international state, and other governmental laws and regulations, certain of Price Group's subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. For example, U.S. law generally requires an investment adviser to retain required records in a readily accessible location for not less than five years from the end of the fiscal year during which the record was made (the current year and the two immediately preceding years in an appropriate office of the adviser), although some records may be required to be retained longer depending on their nature. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team, as appropriate.

 

You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be torn up or shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal. Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.

 

The firm is legally prohibited from destroying any existing records that may be relevant to any current, pending or threatened litigation or regulatory investigation or audit. These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports or similar material. If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed. Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.

 

All personnel are responsible for adhering to the firm's record maintenance, retention, and destruction policies.

 

In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy , which is part of this Code (s ee p. 8-1).

 

Referral Fees. United States securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to us ( e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). FCA also prohibits the offering of any inducement likely to conflict with the duties of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

 

Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Group's corporate affairs, mutual funds, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular fund's investment strategy or market outlook may use their own discretion, but are advised to check with the appropriate Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Public Relations contact persons are listed in Appendix A.

 

Responsibility to Report Violations. The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

 

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General Obligation. If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser (“Chief Compliance Officer”) or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Reports submitted in paper form should be sent in a confidential envelope. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. U.K. employees may also contact the FCA. See Appendix A regarding the Chief Compliance Officer to whom reports should be made.

 

It is Price Group's policy that no adverse action will be taken against any person as a result of that person becoming aware of a violation of the Code and reporting the violation in good faith.

 

Sarbanes-Oxley Whistleblower Procedures. Pursuant to the Sarbanes-Oxley Act, the Audit Committee of Price Group has adopted procedures ( “Procedures” ) regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted in the repository of the firm’s policies and procedures ( “Repository” ) on the intranet.

 

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc, The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

 

Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted in the firm’s Repository.

 

Circulation of Rumors. Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security.  You must promptly report to the Legal Department any circumstance which reasonably would lead you to believe that such a rumor might have been originated or circulated.

 

Service as Trustee, Executor or Personal Representative. You may serve as the trustee, co-trustee, executor or personal representative for the estate of or a trust created by close family members. You may also serve in such capacities for estates or trusts created by nonfamily members. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, he or she must first be granted permission by the Ethics Committee. If you serve in any of these capacities, securities transactions effected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions.

 

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If you presently serve in any of these capacities for nonfamily members, you should report the relationship in writing to the Ethics Committee.

 

Speaking Engagements and Publications. Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization. This is encouraged by the firm, as it enhances our public relations, but you should obtain approval from your supervisor and the head of your Division, if different, before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and the head of your Division, if different, and provided the course is in compliance with the Guidelines found in Investment Services' Compliance Manual.

 

Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and the head of your Division, if different.

 

Social Media. Social media sites such as Facebook, Twitter, YouTube, and LinkedIn have experienced significant growth during the past few years. While T. Rowe Price does not discourage its associates from using social media for personal use on their personal time, it is important to understand what is expected and required when associates use social media, especially in regards to topics relating to the firm.

 

Associates may not discuss the business of T. Rowe Price, including our products and services, on social networking channels unless authorized to do so. If a social media site is used for business purposes, by designated T. Rowe Price associates, communications posted through it are subject to the same regulatory and other restrictions as communications sent by more traditional methods, such as email, printed letters, or advertisements. Therefore, such sites may only be used for business-related purposes with approval from the Legal Department. T. Rowe Price regularly monitors online discussions and entries that might involve or mention T. Rowe Price.

 

Associates are directed to the Social Media Policy located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media. The policy applies whenever using social media, whether in a personally identifiable way or anonymously.

 

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APPENDIX A TO THE T. ROWE PRICE GROUP, INC.

CODE OF ETHICS AND CONDUCT

 

· Brokerage and Trading Control Committees. There are two Brokerage and Trading Control Committees which set the policy regarding the allocation of client brokerage. For more information contact Thea Williams of the Fixed Income Committee or Clive Williams of the Equity Committee.

 

· Chief Compliance Officer. The Chief Compliance Officer of the U.S. Price Advisers ( i.e., TRPA, TRPAS, TRP (Canada)) is John Gilner. The Chief Compliance Officer of the International Price Advisers ( i.e., TRPIL, TRPHK, TRPSING) is Jeremy Fisher. The Chief Compliance Officer of the broker/dealer, T. Rowe Price Investment Services, Inc., is Sarah McCafferty.

 

· Ethics Committee. Justin Thomson, David Oestreicher, Andy Brooks, Greg McCrickard, Michael McGonigle, John Gilner, and Gretchen Park .

 

· Chairperson of the Ethics Committee. The Chairperson of the Ethics Committee is John Gilner. Requests regarding IPOs and private placement investments should be directed to Gary Greb.

 

· Code Compliance Team. Gary Greb, Cody Potter, Karen Clark, and Lisa Daniels.

 

· TRP International Compliance Team . Jeremy Fisher, Calum Ferguson, Carol Bambrough, Sophie Williams, Adam Critchley, Mark Donnelly, Lucy Harding, Kirn Bhudiya, and Louise Johnson in London; Kitty Chau, Dolby Chan in Hong Kong; and Manabu Kinoshita in Tokyo.

 

· Designated Person, TRP International Compliance Team . Sophie West, Kitty Chau, Louise Johnson, and Jeremy Fisher.

 

· Designated Person, Regulatory Reporting Section. Gary Greb, Robin Fowler.

 

· Management Committee. Edward C. Bernard, James A.C. Kennedy, Michael Gitlin, Brian C. Rogers, William J. Stromberg, John Linehan, and Christopher Alderson.

 

· Public Relations Contacts. Edward Giltenan and Brian Lewbart in Baltimore and Sarah Cadden in London.

 

· Social Media Contacts. Danielle Nicholson Smith for legal and advertising regulatory matters. Daniel Phelps for policy and/or permissible activity matters.

 

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STATEMENT OF POLICY ON GIFTS, ENTERTAINMENT, EXPENSE REIMBURSEMENT AND CHARITABLE CONTRIBUTIONS

 

General Policy. The firm has adopted this Statement of Policy (“Statement”) to govern the giving and receipt of gifts, business entertainment and expense reimbursements from and to “business contacts,” as defined later. The Statement also addresses certain requests for charitable contributions. It is imperative that all employees be sensitive to potential conflicts of interests in these areas and to refer to this Statement for guidance.

 

Personal relationships with business contacts may lead to gifts and entertainment that are offered on a friendship basis and that may be perfectly proper. It must be remembered, however, that business relationships cannot always be separated from personal relationships and that the integrity of a business relationship is always susceptible to criticism in hindsight where gifts, entertainment, expense reimbursements, or charitable contributions are given or received.

 

The giving and receipt of gifts, entertainment, expense reimbursements, and charitable contributions can create or appear to create a conflict of interest and place our firm in a difficult or embarrassing position. These activities can also interfere with the impartial discharge of our firm’s responsibilities to its clients, fund shareholders and Brokerage customers, as well as their representatives’ responsibilities to their employers.

 

The giving and receipt of gifts and entertainment should never occur where they are intended or designed to cause the recipient to act in a manner that is inconsistent with the best interests of the recipient or the entity for which he or she works. In addition, no gift should be given or received and no entertainment should be provided or accepted that could be deemed illegal or would expose the giver or recipient to liability to any governmental authority or agency.

 

All associates are responsible for complying with this Statement. Associates will be required to certify at least annually their compliance with these policies.

 

The supervision, prior clearance and reporting requirements for gifts, business entertainment, and expense reimbursements are described below in the “Supervision, Prior Clearance and Reporting” discussion.

 

This Policy does not cover gifts between employees. Please contact Human Resources with questions about gifts between employees.

 

DEFINITIONS

 

Business Contacts. The term “business contacts” includes:

 

· Brokers and securities salespersons (both through whom the firm places advisory client orders and who distribute the Price Funds);
· Clients ( e.g., separate accounts, fund shareholders, Brokerage and RPS customers);
· Consultants;
· Suppliers and vendors;
· Portfolio companies; and

 

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· Any other individual or organization with whom our firm has or is considering a business or other relationship, such as members of the press and trade organizations.

 

Gift. The term “gift” includes the giving or receipt of gratuities, merchandise and the enjoyment or use of property or facilities for weekends, vacations, trips, dinners, and the like, including transportation and lodging costs. The following items are exempted from the definition of the term “gift” for purposes of reporting:

 

Certain Personal Gifts. A personal gift given in recognition of a “life event,” such as a baby or wedding gift, does not fall within the definition of gift if the gift is not “in relation to the business of the employer of the recipient.” There should be a pre-existing personal or family relationship between the giver and the recipient and the giver, rather than the firm, should pay for the gift. In addition, the giver must prior clear the giving of the gift with his or her supervisor, and Division Head, if different, who must determine that the gift is actually personal and not in relation to the business of the recipient’s employer. After this approval is given, approval must also be received from the Chairperson of the Ethics Committee before the gift is given. If these conditions are met, the recordkeeping requirements and the monetary limit described below do not apply to the gift.

 

Gifts of Nominal Value. Except for gifts given in connection with the broker/dealer’s business, an item of “nominal” value also does not fall under the definition of gift as long as the value of the gift does not exceed $50.00. Examples of these gifts include pens, notepads, modest desk ornaments, umbrellas, tote bags and shirts. These items often display the giving firm’s logo. Neither tax nor delivery charges need be included when calculating the value of a gift. However, a gift must be valued at the higher of cost or market value. If the item is to be given in connection with the broker/dealer’s business, its value must not exceed the $50.00 limit and it must have T. Rowe Price’s logo on it to be excepted from the definition of a gift. If you have any questions about this, you should contact the Legal Department or the TRP International Compliance Team.

 

Business Entertainment. The term “gift” does not include certain types of “business entertainment” that are a normal part of a business relationship and occur when a T. Rowe Price employee is in the presence of a business contact (either when the business contact is being entertained by a T. Rowe Price employee or vice versa).

 

Business entertainment includes any social event, hospitality event, charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or purpose, including entertainment offered in connection with an educational event or business conference. Most business entertainment typically comes in the form of meals, dinners, theatrical shows and sporting events. Incidental transportation offered in connection with business entertainment (such as shuttle service to the entertainment venue) may also be offered or accepted.

 

The term “business entertainment” does not include a social event or trip where each participant pays his or her own expenses, including the appropriate allocable portion of shared expenses, and the fair market value of any aspect of the trip ( e.g., use of resort house, transportation).

 

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Expense Payments and Reimbursements. The terms “ gift” and “business entertainment” do not include limited instances of the payment or reimbursement of expenses such as travel ( e.g., airfare, train fare), accommodations or certain meals to a business contact by the firm or by a business contact to the firm as permitted under the “Expense Reimbursements” section below.

 

ACCEPTING GIFTS

 

General Rule. An employee may accept a gift from a business contact provided the aggregate value of all gifts received by that employee (regardless of whether the employee works within or outside of the U.S.) from all business contacts at that entity does not exceed $100 in any calendar year , subject to the specific rules set forth below:

 

Cash or Cash Equivalents. Under no circumstances may employees accept gifts from any business or business contact in the form of cash or cash equivalents, except for gift certificates as provided below in the discussion of “Gift Certificates.”

 

Gift Certificates. A gift certificate or gift card may only be accepted if it may not be converted to cash, except for amounts under $10 not spent when the gift certificate or card is used.

 

Departmental Gifts. If a department (as opposed to an individual) receives a gift that is valued in excess of the $100 limit, it can be shared among the employees, provided no single employee’s pro rata share of the gift exceeds the $100 limit. For example, food or a gift basket sent to the Trading Desk and shared among the employees there would be acceptable even if the value of the gift is difficult to ascertain. Alternatively, with the approval of the Chairperson of the Ethics Committee, the gift can be awarded to the winner of a random drawing of an identified group of employees of an appropriate size. All such gifts and their disposition must be appropriately reported to and documented by the Division Head or his or her designee.

 

Recurring Gifts. Tickets or other gifts should not be accepted from a business contact or firm on a standing, recurring, or on-going basis. Supervisors are responsible for monitoring how frequently their reports receive gifts from specific business contacts to avoid potential conflicts of interest.

 

Where Gifts May Be Received. Gifts should be received at your normal workplace, not your home.

 

Returning Gifts. When an employee receives a gift that is not acceptable under this policy, he or she must return the gift to the giver or discuss alternatives with the Chairperson of the Ethics Committee or his or her designee.

 

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GIVING GIFTS

 

General Rule. Gifts may be given to business contacts, but unless approval is given as described below , the aggregate value of all such gifts given by all firm employees to a business contact may not exceed $100 (all amounts are in U.S. dollars) in any calendar year (“Monetary Limit”) . The $100 limit is consistent with FINRA and MSRB regulations, which generally do not permit gifts in excess of $100 to be given to customers or prospect representatives in connection with Investment Services’ business.

 

FINRA Rule— Solely applicable in the United States.

 

Reporting Requirement. FINRA Rule 3220 imposes stringent reporting requirements for gifts given to any principal, employee, agent or similarly situated person where the gift is in connection with Investment Services’ business with the recipient’s employer. Since Investment Services does not conduct business outside the United States, this rule is solely applicable to employees conducting activities in the United States.

 

Examples: Gifts that fall under this rule would include any gift given to an employee of a company to which our firm offers or provides broker/dealer services or products such as mutual funds ( e.g., intermediaries such as 401(k) plan sponsors, broker-dealers and recordkeepers offering the Price Funds, including Advisor and R Classes, Section 529 College Savings Plans, and Brokerage).

 

$100 Limit. This rule imposes a strict limitation whereby gifts given by the firm to any one person who falls under FINRA Rule 3220 in connection with Investment Services’ business may not exceed $100 in a calendar year . There are no exceptions under this rule.

 

MSRB Rule— Solely applicable in the United States. The MSRB has restrictions in this area similar to FINRA. See MSRB Rule G-20.

 

Business Contact Restrictions on Gifts . It is important to remember that some entities ( e.g ., clients or potential clients that are states, municipalities, or qualified retirement plans) have very stringent restrictions and/or prohibitions on the acceptance of gifts or business entertainment by their personnel. Care must be taken to ensure that the firm does not inadvertently give a gift that might cause a business contact to violate any of these restrictions.

 

Specific Rules

 

Cash or Cash Equivalents. An employee may not give a gift to a business or business contact in the form of cash or cash equivalents, except for gift certificates as provided below in the discussion of “Gift Certificates.”

 

Incentive Programs. Incentive programs for individual customers that may fall under the cash gift restriction must be reviewed and approved by both the Division Head and the Legal Department before implementation.

 

Gift Certificates. A gift certificate or gift card may only be given if it may not be converted to cash except for amounts under $10 which are not spent when the gift certificate or card is used.

 

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Exceptions. If an employee believes that it would be appropriate to give a gift with a value exceeding the Monetary Limit to a business contact, he or she must submit a written request to and obtain written approval from his or her supervisor and Division Head, if different, and then, if approved, from the Chairperson of the Ethics Committee before the gift is given. The request should specify:

 

· The name of the giver;

 

· The name of the intended recipient and his or her employer, if applicable;

 

· The description of the gift;

 

· The gift’s monetary value;

 

· The nature of the business relationship; and

 

· The reason the gift is being given.

 

No exceptions will be granted for gifts subject to FINRA’s or the MSRB’s $100 gift limit.

 

ACCEPTING BUSINESS ENTERTAINMENT

 

General Rule. As described earlier, our firm's limit on the acceptance ($100) and giving (Monetary Limit) of gifts applies not only to gifts of merchandise, but also covers the enjoyment or use of property or facilities for weekends, vacations, trips, dinners, and the like, including transportation and lodging costs. However, this limitation does not apply to “business entertainment.”

 

Accepting a business entertainment invitation from a business contact is appropriate, as long as:

 

1) The acceptance, as such, is neither so frequent nor the entertainment so extensive and lavish as to raise any question of impropriety.

 

2) It is of a character such that both male and female guests would be comfortable attending.

 

3) The entertainment is legal and not offensive.

 

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Specific Rules

 

You Must Be Accompanied by Business Contact. If an employee is invited, for example, to a sporting event by a business contact, and neither the business contact nor any of his or her associates attends the event, the tickets would constitute a “gift,” and not “business entertainment,” and, therefore, the $100 limit on gifts would apply.

 

Receiving Transportation or Accommodations. If an employee is offered transportation ( e.g., airfare) and/or accommodations as part of a business entertainment event, he or she must first receive the permission of his or her supervisor and Division Head, if different, and the Chairperson of the Ethics Committee to accept it. Generally, the employee or T. Rowe Price should bear the expense of the transportation or accommodations offered. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.

 

Research Trips. Occasionally, brokers or portfolio companies invite employees of our firm to attend or participate in research conferences, tours of portfolio companies’ facilities, or meetings with the management of such companies. These invitations may involve traveling extensive distances and may require overnight lodging. As a general rule, such invitations should only be accepted after a determination has been made that the proposed activity constitutes a valuable research opportunity that will be of primary benefit to our clients.

 

Employees may not accept any invitations of this type until approval has been secured from their Division Heads. However, each Division Head may establish guidelines about which invitations from current or prospective portfolio companies may be accepted without prior approval. Generally, all travel expenses to and from the site, and the expenses of any overnight lodging, meals or other accommodations provided in connection with such activities should be paid for by our firm except in situations where the costs are considered to be insubstantial and are not readily ascertainable. See discussion of Expense Reimbursements on page 3-9.

 

Broker-sponsored trips must receive prior clearance from the appropriate Division Head and the firm must reimburse all costs to the broker.

 

Sample Scenarios. To illustrate appropriate and inappropriate acceptance of business entertainment, the following examples are provided:

 

First Example: The head of institutional research at brokerage firm "X" (whom you have known and done business with for a number of years) invites you and your wife to join her and her husband for dinner and afterwards a theatrical production.

 

Resolution: It would be proper for you to accept the invitation under the Code. You should be mindful, however, that certain clients and other business contacts may have limitations on when it is appropriate to include a spouse in an invitation.

 

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Second Example: You wish to see a hit play, but are told it is sold out. You call a broker friend who works at company "X" to see if he can get tickets for you. The broker says yes and offers you two tickets free of charge. The face value of each ticket is $100, but the brokerage firm paid $300 for each ticket.

 

Resolution: It would only be proper to solicit the broker for tickets if you fully reimburse him for their total cost, i.e., $300 per ticket. You must specifically ask for the actual cost of the tickets. If the broker had offered you the tickets on an unsolicited basis, you could have accepted them, subject to compliance with the $100 limit on receipt of gifts. In that case, you would have to reimburse him $500.

 

As discussed above, if the business contact providing the tickets or one of his or her associates does not accompany you to the event, the tickets are a gift and not a form of business entertainment.

 

Third Example: You have been invited by a vendor to a multi-day excursion to a resort where the primary focus is entertainment as opposed to business. The vendor has offered to pay your travel and lodging for this trip.

 

Resolution: Trips of substantial value, such as multi-day excursions to resorts, hunting locations or sports events, where the primary focus is entertainment as opposed to business activities, would not be considered a normal part of a business relationship. Generally, such invitations may not be accepted unless our firm or the employee pays for the cost of the excursion and the employee has obtained approval from his or her supervisor and Division Head, if different, and the Chairperson of the Ethics Committee.

 

Gifts Received as Part of Business Entertainment. If you receive a gift as part of business entertainment ( e.g., a picture frame, a golf jacket), it is not part of the business entertainment and must comply with the gift policy described above.

 

PROVIDING BUSINESS ENTERTAINMENT

 

General Rule. The principles described above for receiving business entertainment apply as well to providing business entertainment.

 

Client Must Be Accompanied. If an employee provides, for example, tickets to a sporting event to a business contact, and no one is present from our firm at the event, the tickets would constitute a gift, and not business entertainment, and, therefore, the Monetary Limit on gifts would apply.

 

Providing Transportation or Accommodations. If an employee wishes to pay for or reimburse a business guest's transportation ( e.g., airfare) and/or accommodations as part of business entertainment, he or she must first receive the permission of his or her supervisor and Division Head, if different, and the Chairperson of the Ethics Committee. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this condition.

 

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Sample Scenarios. To illustrate appropriate and inappropriate giving of business entertainment, the following examples are provided:

 

First Example: You wish to invite the head of institutional research at brokerage firm “X” (whom you have known and done business with for a number of years) and her husband to join you and your wife for dinner and afterwards a theatrical production.

 

Resolution: It would be proper for you to extend this invitation under the Code. You should be mindful, however, that certain clients and other business contacts may have limitations on when it is appropriate to include a spouse in an invitation.

 

Second Example: A client wishes to see a hit play, but is told tickets are sold out. The client calls you to see if you can get tickets for her. You say yes and offer to provide two tickets free of charge.

 

Resolution: If you provide tickets to a client to attend the performance without you or anyone from our firm accompanying the client, the tickets are a gift and are subject to the Monetary Limit. If the client accepts the tickets and pays the firm for their face value or, if greater, the cost to the firm to obtain them, then the tickets do not fall under the gifts and business entertainment policy and may be provided to the client without limitation.

 

Third Example: You wish to invite firm clients to a multi-day excursion to a resort where the primary focus is entertainment as opposed to business. You offer to have the firm pay for the attendees’ travel and lodging for this trip.

 

Resolution: Trips of substantial value, such as multi-day excursions to resorts, hunting locations or sports events, where the primary focus is entertainment as opposed to business activities, would not be considered a normal part of a business relationship. Generally, such invitations may not be extended without approval from the employee’s supervisor, Division Head, if different, and the Chairperson of the Ethics Committee.

 

Business Contact Restrictions on Entertainment. Some entities ( e.g ., clients or potential clients that are states, municipalities, or qualified retirement plans entities) have very stringent regulatory or contractual restrictions and/or prohibitions on the acceptance of business entertainment or gifts by their personnel. Care must be taken to ensure that our firm does not extend an invitation to a business contact if the contact’s acceptance might cause the business contact to violate inadvertently any of these restrictions.

 

Gifts Given as Part of Business Entertainment. A gift given as part of business entertainment is subject to the gift policy described above. For example, if you are playing golf with a business contact and he admires a golf sweater in the pro shop, you may only purchase the sweater for the business contact in compliance with the firm’s gift policy, regardless of whether you seek reimbursement for the cost of the sweater from the firm.

 

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EXPENSE PAYMENTS AND REIMBURSEMENTS

 

Accepting Expense Payments and Reimbursements. Except as provided above for certain research trips, employees may not accept payment or reimbursement from business contacts, including brokers, portfolio companies and vendors, of travel and hotel expenses, speaker fees or honoraria for addresses or papers given before audiences, or consulting services or advice they may render. Exceptions may only be granted with the approval of the employee’s supervisor, Division Head, if different, and the Chairperson of the Ethics Committee. Likewise, employees may neither request nor accept loans or personal services from these entities except as offered on the same basis to similarly situated individuals or the general public ( e.g ., permitted margin accounts, credit cards).

 

Providing Expense Payments and Reimbursements.

 

General Rule . Unless it is prohibited by a client contract, there may be instances where it is appropriate to pay or reimburse a business contact’s expenses. For example, contracts with vendors often require the firm to reimburse certain expenses of the vendor’s personnel when they are working at a T. Rowe Price location. Additionally, if a business unit has a new client, it may make the business decision that it is more cost and time effective to provide transportation to and accommodation and meals near the T. Rowe Price site that will, for example, be handling the plan or account conversion, to a small number of the new client’s employees than to send a team of T. Rowe Price employees to the client’s location. In that case, air transportation will only be provided or reimbursed for coach class fares and hotels and meals paid for or reimbursed must be of the type normally approved for TRP employees on business travel.

 

In a situation where expense payment or reimbursement is not appropriate and the client or prospect is paying its employees’ expenses, T. Rowe Price generally may not subsidize the cost of accommodations. A discount on room rates offered by a hotel as part of T. Rowe Price’s arrangements for catering and other services at that hotel for a symposium or similar event is not included in this prohibition. If you are unsure about the applicability of this provision to a specific situation, you should contact the Chairperson of the Ethics Committee.

 

Approval of Expense Payment and Reimbursement Offers. Unless the payment or reimbursement is required by contract, you must obtain the approval of any offer of payment or expense reimbursement by T. Rowe Price from your supervisor and Division Head, if different, and by the Chairperson of the Ethics Committee before the offer is extended.

 

Prohibition on Expense Reimbursement Offers to Prospective Clients and Certain Existing Clients. Offers to reimburse expenses may not be made to prospective clients of any of the firm’s affiliates or to any client of any T. Rowe Price entity if it is a labor union regulated under the United States Taft-Hartley Act or if it is a state, county, or municipality.

 

Prohibition on Expense Reimbursement Offers to Consultants. The firm will not reimburse expenses incurred by a consultant, regardless of whether its employees are working for a specific client or are conducting independent research.

 

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Specific Rule for Client Conference Speakers . If a business division sponsors a client conference, it may offer to reimburse speakers and panelists, whether or not they are clients, for hotel, transportation and other travel expenses incurred while attending the client conference.

 

SUPERVISION, PRIOR CLEARANCE AND REPORTING

 

Supervisor Monitoring. Supervisors, managers, and, as appropriate, Division Heads are responsible for ensuring that any gift, business entertainment, or expense reimbursement given or received by employees they supervise is in compliance with this Statement. This supervision may necessitate the prior clearance or reporting of such activities.

 

Prior Clearance. Although the firm does not require employees to obtain prior clearance before accepting or giving gifts or business entertainment, individual business units may require employees to obtain prior approval from supervisors or Division Heads before accepting or giving all, or certain types of, gifts or business entertainment. This could include, for example, a Division Head establishing dollar thresholds for prior clearance, or exempting certain types of events, such as business lunches, from prior clearance. Providing or accepting expense reimbursement is subject to prior clearance as described above.

 

Questions as to Propriety of a Gift or Business Entertainment. If you are uncertain as to the propriety of accepting or giving a particular gift or business entertainment, you should consult with your supervisor or manager as soon as practicable. You may also wish to contact the Legal Department or the TRP International Compliance Team, as appropriate, to ascertain whether the gift or business entertainment is appropriate.

 

Reporting of Gifts

 

Gifts Received. All employees must report any item that is received from a business contact and that is not excluded from the definition of gift ( see p. 3-2
e.g., certain personal gifts and gifts of nominal value) to the Code Compliance Section with a copy to the employee’s Division Head or his or her designee, within ten (10) business days of the date of the receipt of the gift, pursuant to the employee’s business unit’s departmental procedures. If your department’s procedures require you to complete the firm’s Business Gift Report form, that form is housed on the firm’s intranet on the home page under Code of Ethics. Completed and signed forms can be sent via interoffice mail to Code Compliance (BA-1010) or scanned in and emailed to the Gift Reporting mailbox (Code_Gift_Reporting@troweprice.com). All reports should include:

 

· The name of the recipient;
· The name of the giver, his or her employer, and plan/client number, if applicable;
· A description of the gift;
· The gift’s estimated monetary value;
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· The nature of the business relationship with the giver (e.g. Price Fund or other Broker/Dealer related client/prospect; separate account or other Adviser related client/prospect; current/potential vendor); and
· The date the gift was received.

 

Gifts Given. All employees must report any item defined as a gift ( see p. 3-2) given to a business contact to the Code Compliance Section with a copy to the employee’s Division head or his or her designee, within ten (10) business days of the date the gift is given, pursuant to the employee’s business unit’s departmental procedures. If your department’s procedures require you to complete the firm’s Business Gift Report form, that form is housed on the firm’s intranet on the home page under Code of Ethics. Completed and signed forms can be sent via interoffice mail to Code Compliance (BA-1010) or scanned in and emailed to the Gift Reporting mailbox (Code_Gift_Reporting@troweprice.com). All reports should include:

 

· The name of the employee primarily responsible for giving the gift;
· The name of the recipient, his or her employer, and plan/client number, if applicable;
· A description of the gift;
· The gift’s monetary value;
· The nature of the business relationship with the receiver (e.g. Price Fund or other Broker/Dealer related client/prospect; separate account or other Adviser related client/prospect; current/potential vendor); and
· The date the gift was given.

 

Note: The physical filing of reports may be delegated, but compliance with this requirement remains with the person responsible for the gift.

 

Unless an employee's departmental procedures allow for an alternate reporting method, employees must submit the report of gifts given to Code Compliance even if the gift is also reported on the employee’s travel and expense report, or on a departmental report, or the gift was ordered from the Corporate Gift intranet site.

 

Reporting of Gifts to the Department of Labor. The United States Department of Labor requires investment advisers to report gifts and entertainment with a value of over $250 per quarter given to labor union clients that are regulated under the Taft-Hartley Act.  This reporting is handled by the Legal Department.  The Legal Department will provide employees who may be affected by this regulation with additional information to ensure compliance.

 

Reporting of Business Entertainment Received. Each Division Head must establish a protocol for the reporting and monitoring of business entertainment received by employees in his or her business unit. In establishing a unit’s reporting and monitoring protocol, the Division Head should consider what information would be helpful to identify conflicts of interest. Such reporting protocol must be approved by the Director of Compliance. Business entertainment received should be reported within ten (10) business days of the date it was received.

 

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Reporting of Business Entertainment Provided. Each Division Head must establish a protocol for the reporting and monitoring of business entertainment provided by employees in his or her business unit. In establishing a unit reporting and monitoring protocol, the Division Head should consider what information would be helpful to identify conflicts of interest. Such reporting protocol must be approved by the Director of Compliance. Business entertainment provided should be reported within ten (10) business days of the date it was provided.

 

The report of business entertainment provided is required even if the business entertainment is also reported on the employee’s travel and expense report or other report.

 

Record Retention of Reports. All reports required to be made under this section will be retained for six (6) years.

 

Review of Business Entertainment and Gift Expenses.

 

By Supervisors and Managers. Supervisors and managers are initially and ultimately responsible for any business entertainment sponsored by employees under their supervision as well as for any gifts given or expense reimbursement offered, whether expensed to the firm or not. In addition, supervisors and managers are responsible for approving all expense reports relating to the reimbursement of their employees’ costs for such business entertainment and gifts. Expense reports relating to business entertainment and gifts not in compliance with this policy must be disapproved by supervisors or managers. Such disapprovals must be reported to the appropriate Division Head and the Chairperson of the Ethics Committee. In addition, all gift and business entertainment reporting is subject to testing by Group Compliance.

 

By Finance. The Finance Department is responsible for maintaining appropriate controls around the expense approval process and the expense reporting system. The Finance Department has procedures in place to ensure that a secondary level of review of expenses occurs in a timely manner. The Finance Department will take appropriate action concerning expenses determined questionable and/or not in compliance with this Statement.

 

Who Must Submit Report? As a general rule, the most senior employee of the firm present at a business entertainment event should submit the expense report for that event.

 

Questions. Any question about this policy should be directed to the Legal Department or the TRP International Compliance Team, as appropriate.

 

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CHARITABLE CONTRIBUTIONS

 

Employees should be sensitive to a possible perception of undue influence before making or requesting charitable contributions to or from a client, prospect, vendor, or other business contact. Under certain anti-bribery laws, regulators may consider charitable contributions to be improper payments, even when the person who has requested that the contribution be made receives no direct monetary benefit. Accordingly, when making charitable contributions in response to requests from business contacts, associates must be mindful of how anti-bribery laws could be implicated. In no case should charitable contributions be made on a quid pro quo basis.

 

Supervision of Charitable Contribution Requests. Supervisors, managers and, as appropriate, Division Heads are responsible for ensuring that responses to requests from clients, vendors, and other business contacts and our requests to clients, vendors, and other business contacts for charitable contributions comply with these guidelines as well as respective departmental policies. If you have any questions about a proposed charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.

 

Requests Received from Clients, Vendors or Other Business Contacts for Corporate Charitable Contributions. On occasion, a T. Rowe Price entity may be asked by an employee of a client, vendor, or other business contact to make a charitable donation. In those instances where the T. Rowe Price Foundation does not make the contribution, the decision about the charitable contribution is made by the pertinent T. Rowe Price entity, subject to the following conditions:

 

· the amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;

 

· there is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;

 

· if the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central Control Group that the charity does not appear on the Office of Foreign Assets Control’s Specially Designated Nationals List;

 

· the contribution should be made payable directly to the charity; and

 

· the personnel of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.

 

In addition, if the requested amount exceeds $1,000 the request must be referred to the Chairperson of the Ethics Committee for prior approval.

 

Some broker/dealers sponsor days, often referred to as “miracle” days, where they pledge that proceeds received on that day will be donated to a specific charity. Because of fiduciary and best execution obligations, the Price Advisers cannot agree to direct trades to a broker/dealer in support of such an event at either a client’s or the broker/dealer’s request. The Price Advisers are not prohibited, however, from placing trades for best execution that happen to occur on a “miracle” day or similar time and thus benefit a charity.

 

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Requests Received from Clients, Vendors or Other Business Contacts for Personal Charitable Contributions. On occasion, a T. Rowe Price employee may be asked by an employee of a client, vendor or other business contact to make a charitable contribution. If the employee makes a contribution directly to the charity and the contribution is not made in the name of or for the benefit of the business contact, no Code of Ethics and Conduct or FINRA issues arise. For example, a plan fiduciary might mention that her husband has recently recovered from a heart problem and that she is raising funds for a charity that supports cardiac research. The T. Rowe Price employee can make a personal contribution to that charity and if the contribution is not tied to the name of the business contact and does not create a benefit for her, the employee does not need to request prior clearance of or notify T. Rowe Price about the contribution.

 

However, personal charitable contributions, made in the name of and for the benefit of a business contact should be treated as “gifts” to the business contact. For example, if the business contact raises a certain amount of money, he or she gets a tangible award or opportunity like the chance to participate in a marathon. For business contacts related to T. Rowe Price fund business or other broker/dealer-related business, contributions of the latter type are subject to FINRA’s $100 limit. For other business activities not regulated by FINRA, contributions in excess of $100 must be approved by the Chairperson of the Ethics Committee before they are given.

 

Requests to Clients, Vendors, or Other Business Contacts for Charitable Contributions. Employees should be sensitive to a possible perception of undue influence before requesting a client, vendor, or other business contact or an employee of such an entity to make a charitable contribution. In no case should such a request be made on a quid pro quo basis. If you have any questions about requesting a charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.

 

NASDAQ Listing Rules. Under the NASDAQ listing rules, specific restrictions may apply to contributions to a charitable organization for which an independent director of T. Rowe Price Group, Inc. serves as an officer. Specifically, contributions to such organizations during a fiscal year may not exceed the higher of five percent of the organizations revenues or $200,000. Contributions in excess of these thresholds may invalidate a director’s “independent” classification.

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

 

Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel ( e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the United States, the United Kingdom, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries as well as information pertaining to Price Funds and clients. See p. 4-8

 

Purpose of Statement of Policy . As a global firm, Price Group is subject to a wide array of laws and regulations that prohibit the misuse of inside information. The purpose of this Statement of Policy (" Statement ") is to describe and explain: (i) the general legal prohibitions and sanctions regarding insider trading under both U.S. and U.K. law and how they are applicable across the firm globally; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm's educational program regarding insider trading. Additionally, the United States Insider Trading and Securities Fraud Enforcement Act (" Act ") requires Price Group to establish, maintain, and enforce written procedures designed to prevent insider trading.

 

Many jurisdictions, including Hong Kong, Singapore, Japan, Australia and most European countries, have laws and regulations prohibiting the misuse of inside information. While this Statement does not make specific reference to these laws and regulations, the Statement provides general guidance regarding appropriate activities that is applicable to all employees globally. There is, however, no substitute for knowledge of local laws and regulations. Employees are expected to understand the relevant local requirements where they work and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal Department or the TRP International Compliance Team.

 

Price Group has also adopted a Statement of Policy on Securities Transactions ( see page 5-1), which requires both Access Persons ( see p. 5-3) and Non-Access Persons ( see p. 5-4) to obtain prior transaction clearance with respect to their transactions in Price Group stock and requires Access Persons to obtain prior transaction clearance with respect to all pertinent securities transactions. In addition, both Access Persons and Non-Access Persons are required to report covered securities transactions on a timely basis to the firm. The independent directors of the Price Funds, although Access Persons, are not subject to prior transaction clearance requirements and are subject to modified reporting as described on pp. 5-20 to 5-22.

 

The Basic Insider Trading Prohibition . The "insider trading" doctrine under United States securities laws generally prohibits any person (including investment advisers) from:

 

· trading in a security while in possession of material, non-public information regarding the issuer of the security;

 

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· tipping such information to others;

 

· recommending the purchase or sale of securities while in possession of such information;

 

· assisting someone who is engaged in any of the above activities.

 

Thus, "insider trading" is not limited to insiders of the issuer whose securities are being traded. It can also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers. In addition, it is not limited to persons who trade. It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information. A “security” includes not just equity securities, but any security ( e.g., corporate and municipal debt securities, including securities issued by the federal government).

 

"Need to Know" Policy . All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

 

Transactions Involving Price Group Stock. You are reminded that you are an "insider" with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable.

 

Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

 

· Injunctions;
· Treble damages;
· Disgorgement of profits;
· Criminal fines;
· Jail sentences;
· Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and

 

· Civil penalties for the controlling entity ( e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.

 

In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved.

 

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The provisions of U.S. and U.K. law discussed below and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal Department or the TRP International Compliance Team, as appropriate.

 

U.S. LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

 

Introduction . "Insider trading" is a top enforcement priority of the United States Securities and Exchange Commission. The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Act:

 

Written Procedures . Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

 

Penalties . Imposes severe civil penalties on brokerage firms, investment advisers, their management and advisory personnel and other "controlling persons" who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other "controlled persons." Additionally, the Act contains substantial criminal penalties, including monetary fines and jail sentences.

 

Private Right of Action . Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

 

Bounty Payments . Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC, but may not exceed 10 – 30% of the penalty imposed.

 

The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and FD, which are discussed later in this Statement.

 

Basic Concepts of Insider Trading . The four critical concepts under United States law in insider trading cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public, and (4) use/possession. Each concept is discussed below.

 

Fiduciary Duty/Misappropriation . In two decisions, the United States Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

 

A typical breach of duty arises when an insider, such as a corporate officer, purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporation's shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit, that would be enough to find a fiduciary breach.

 

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The concept of who constitutes an "insider" is broad. It includes officers, directors and employees of an issuer. In addition, a person can be a "temporary insider" if he or she enters into a confidential relationship in the conduct of an issuer’s affairs and, as a result, is given access to information solely for the issuer’s purpose. A temporary insider can include, among others, an issuer’s attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information disclosed confidential.

 

Court decisions have held that under a "misappropriation" theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

 

SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the "misappropriation” theory of insider trading. It states that a "duty of trust or confidence" exists in the following circumstances, among others:

 

(1) Whenever a person agrees to maintain information in confidence;

 

(2) Whenever the person communicating the material nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or

 

(3) Whenever a person receives or obtains material nonpublic information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.

 

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information .

 

Materiality . Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is "material." The information need not be so important that it would have changed an investor's decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.

 

Resolving Close Cases . The United States Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

 

Effect on Market Price . Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.

 

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Future Events . The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

 

Illustrations . The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8-K with the SEC; establishment of a program to make purchases of the issuer’s own shares; a tender offer for another issuer’s securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

 

Non-Public Vs. Public Information . Any information that is not "public" is deemed to be "non-public." Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include material information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.

 

Disclosure to News Services and National Papers . The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their companies

to: (1) the national business and financial newswire services (Dow Jones and Reuters); (2) the national service (Associated Press); and (3) The New York Times and The Wall Street Journal.

 

Local Disclosure . An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded, but might not be sufficient for an issuer that has a national market.

 

Information in SEC Reports . Information contained in reports filed with the SEC will be deemed to be public.

 

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public ( i.e., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to allow the information to be fully disseminated. Price Group may also follow Information Barrier procedures, as described on page 4-9 of this Statement.

 

Concept of Use/Possession . It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while in possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the "possession" standard, as opposed to the "caused" standard, the following three examples are provided:

 

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First , if the investment committee to a Price mutual fund were to obtain material, non-public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.

 

Second , if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

 

Third , even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

 

The SEC has expressed its view about the concept of trading "on the basis" of material, nonpublic information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is "on the basis of" material nonpublic information about that security or issuer if the person making the purchase or sale was aware of the material nonpublic information when the person made the purchase or sale.

 

A person's purchase or sale is not "on the basis of" material, nonpublic information if he or she demonstrates that:

 

(A) Before becoming aware of the information, the person had:

 

(1) Entered into a binding contract to purchase or sell the security;

 

(2) Instructed another person to purchase or sell the security for the instructing person's account, or

 

(3) Adopted a written plan for trading securities.

 

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

 

Under Rule 10b5-1, a person other than a natural person ( e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not "on the basis of" material nonpublic information if it demonstrates that:

 

· The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

 

· The person had implemented reasonable policies and procedures, taking into consideration the nature of the person's business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material non-public information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material nonpublic information, or those that prevent such individuals from becoming aware of such information.

 

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Tender Offers . Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

 

Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, nonpublic information to certain persons who would be expected to trade on it. The rule applies only to publicly-traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

 

Under this rule, whenever:

 

· An issuer, or person acting on its behalf,

 

· discloses material, non-public information,

 

· to securities professionals, institutional investors, broker-dealers, and holders of the issuer's securities,

 

· the issuer must make public disclosure of that same information,

 

· simultaneously (for intentional disclosures), or

 

· promptly within 24 hours after knowledge of the disclosure by a senior official (for non- intentional disclosures)

 

Regulation FD does not apply to all of the issuer's employees; rather only communications by an issuer's senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the Rule's coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and "temporary insiders," such as the issuer's lawyers, investment bankers, or accountants.

 

Expert Network Services. Expert networks may be used by approved investment staff to supplement the investment process. Expert networks provide investors with access to individuals having a particular expertise or specialization, such as industry consultants, vendors, doctors, attorneys, suppliers, or past executives of particular companies. Expert network services can be an important component of the investment research process, and Price Group has implemented various controls to govern these interactions. A strict approval process is in place for utilizing a new expert network service. Also, a reporting and oversight process exists in the Equity Division to ensure that the services are being used properly by only appropriate investment staff.

 

Information Regarding Price Group.

 

The illustrations of material information found on page 4-5 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have no intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend was prosecuted, your status as an informant or "tipper" would directly involve you in the case.

 

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Information Regarding T. Rowe Price Funds and Subadvised Funds.

 

Employees who possess material, non-public information pertaining to a Price fund or subadvised fund are prohibited from trading in the shares of the fund. Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt that is not reflected in the fund’s NAV, which could be regarded as material. For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown. Such information could constitute material, non-public information. Information regarding future events that would not be expected to have a known impact on the fund’s NAV, such as a large subscription by an institutional shareholder or a change in the fund's portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to a Price fund or subadvised fund you should contact the Legal Department.

 

LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE UNITED STATES

 

The jurisdictions outside the United States that regulate some T. Rowe Price entities (see pages 1-2 and 1-3 for a description of these entities and jurisdictions) have laws in this area that are based on principles similar to those of the United States described in this Statement. If you comply with the Code, then you will comply with the requirements of these jurisdictions. If you have any concerns about local requirements, please contact the TRP International Compliance Team, the Director of International Compliance, or the Legal Department.

 

PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

 

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate person or group as described below

and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary.

 

Specifically, you may not:

 

· Trade in securities to which the material, non-public information relates;

 

· Disclose the information to others;

 

· Recommend purchases or sales of the securities to which the information relates.

 

If it is determined that the information is material and non-public, the issuer will be placed on either:

 

· A Restricted List (" Restricted List ") in order to prohibit trading in the security by both clients and Access Persons; or

 

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· A Watch List (" Watch List "), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier .

 

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal Department and the Regulatory Reporting Section who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if a Designated Person on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact the Regulatory Reporting Section. The Regulatory Reporting Section will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

 

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal Department.

 

The Restricted List is also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group. Individuals with access to the Restricted List should not disclose its contents to anyone within Price Group who does not have a legitimate business need to know this information.

 

For U.S. - Based Personnel:

 

An individual subject to the Code who is based in the United States and is, or believes he or she may be, in possession of material, non-public information should immediately contact the Legal Department. If the Legal Department determines that the information is both material and non-public, the issuer will be placed on either the Watch or Restricted List. If the issuer is placed on the Restricted List, the Regulatory Reporting Section will promptly relay the identity of the issuer, the person(s) in possession of the information, the reason for its inclusion, and the local time and the date on which the issuer was placed on the Restricted List to a Designated Person on the TRP International Compliance Team and to the London and Hong Kong Head Dealers or their designees (“ Head Dealers ”). The Designated Person will place the issuer on the Restricted List in London.

 

The Watch List is maintained solely by the Regulatory Reporting Section.

 

If the U.S.-based individual is unsure about whether the information is material or non-public, he or she should immediately contact the Legal Department for advice and may not disclose the information or trade in the security until the issue is resolved. The U.S.-based person may only disclose the information if approved on a "need to know" basis by the Legal Department.

 

When the information is no longer material or is public, the Regulatory Reporting Section will remove the issuer from the Watch or Restricted List, noting the reason for and the date and local time of removal of the issuer from the List. If the issuer is being removed from the Restricted List, Regulatory Reporting Section will promptly relay this information to a Designated Person on the TRP International Compliance Team and to the London and Hong Kong Head Dealers. The Designated Person will remove the issuer from the Restricted List in London. The Regulatory Reporting Section will document the removal of the issuer from either List.

 

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If you receive a private placement memorandum and the existence of the private offering and/or the contents of the memorandum are material and non-public, you should contact the Legal Department for a determination of whether the issuer should be placed on the Watch or Restricted List.

 

For International Personnel:

 

An individual stationed in London, Copenhagen, Amsterdam, Luxembourg, Stockholm, Hong Kong, Singapore, Tokyo, Zurich, or Dubai will be referred to in this portion of the Statement as " International Personnel ."

 

Procedures for International Personnel. Whenever a person identified as International Personnel is, or believes he or she may be, in possession of material, non-public information about a security or an issuer of a security, he or she should immediately inform one of the Designated Persons on the TRP International Compliance Team that he or she is in possession of such information and the nature of the information. If the information is determined to be material and non-public, the Designated Person on the TRP International Compliance Team will make a record of this notification by contacting a Designated Person in the Regulatory Reporting Section to place the issuer on the Watch List or by placing the issuer on the Restricted List themselves, and then notify the London and Hong Kong Head Dealers (by way of a notification memo sent to the “TRPI Restricted List”, distribution list). If the Designated Person on the TRP International Compliance Team places the issuer on the Restricted List, he or she will note such pertinent information as the identity of the issuer, the person(s) in possession of the information, the reason for its inclusion, and the local time and date on which the issuer was placed on this List. He or she will also promptly relay this information to one of the Designated Persons in the Regulatory Reporting Section, who will place the issuer on the Restricted List in Baltimore, and notify the London and Hong Kong Head Dealers (by way of a notification memo sent to the “RL Distribution”, distribution list).

 

If the person is unsure about whether the information is material and non-public, he or she should immediately contact the TRP International Compliance Team, the Chief Compliance Officer of the International Price Advisers, or the Legal Department for advice and may not disclose the information or trade in the security until the issue is resolved. The person may only disclose the information if approved on a "need to know" basis by the TRP International Compliance Team, the Chief Compliance Officer of the International Price Advisers, or the Legal Department.

 

When the information is no longer material or is public, one of the Designated Persons on the TRP International Compliance Team will contact a Designated Person in the Regulatory Reporting Section regarding removing the issuer from the Watch List or will remove the issuer from the Restricted List themselves and note the reason for and the date and local time of removal of the issuer from this List. If the issuer is being removed from the Restricted List by Designated Persons on the International Compliance Team, he or she will also promptly relay the information to one of the Designated Persons in the Regulatory Reporting Section and to the London and Hong Kong Head Dealers (by way of a notification memo sent to the “TRPI Restricted List, distribution list). The Regulatory Reporting Section will remove the issuer from the Restricted List in Baltimore, who, in turn, will notify the London and Hong Kong Head Dealers )by way of a notification memo sent to the “RL Distribution”, distribution list). If the Designated Person on the TRP International Compliance Team is unsure whether the issuer should be removed from the Watch or Restricted List, he or she should first contact the Chief Compliance Officer of the International Price Advisers or the Legal Department for advice regarding removal of the issuer from the Watch or Restricted List.

 

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Specific Procedures Relating to the Safeguarding of Inside Information.

 

To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted List, it is important that you take the following steps to safeguard the confidentiality of material, non-public information:

 

· Do not discuss confidential information in public places such as elevators, hallways or social gatherings;

 

· To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;

 

· Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

 

· Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;

 

· Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use; and

 

· Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines (see p. 2-12) should be reviewed before taking any action.

 

ADDITIONAL PROCEDURES

 

Education Program . While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.

 

To ensure that all appropriate personnel are properly informed of and understand Price Group's policy with respect to insider trading, the following program has been adopted.

 

Initial Review and Training for New Personnel. All new persons subject to the Code, which includes this Statement, will be given a copy of it at the time of their association and will be required to certify that they have read it. In addition, each new employee is required to take web-based training promptly after his or her start date.

 

Revision of Statement . All persons subject to the Code will be informed whenever this Statement is materially revised.

 

Annual Review for All Associates . All Associates receive training on the Code annually. This training may be in person or through another medium such as web-based training.

 

Confirmation of Compliance . All persons subject to the Code will be asked to confirm their understanding of and adherence to the Code, including this Statement, on at least an annual basis.

 

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Questions . If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal Department, or the TRP International Compliance Team as appropriate.

 

4- 12
 

 

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SECURITIES TRANSACTIONS

 

BACKGROUND INFORMATION .

 

Legal Requirement . In accordance with the requirements of the Securities Exchange Act of 1934 (the “ Exchange Act ”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions’ laws and regulations, Price Group and the mutual funds (" Price Funds ") which its affiliates manage have adopted this Statement of Policy on Securities Transactions (" Statement ").

 

Price Advisers' Fiduciary Position . As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

 

Purpose of Statement . The Statement was developed to help guide Price Group's employees and independent directors and the independent directors of the Price Funds and the T. Rowe Price Savings Bank (“ Savings Bank ”) in the conduct of their personal investments and to:

 

· eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal, such as Front Running ( see definition below);

 

· avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

 

· prevent, as well as detect, the misuse of material, non-public information.

 

Those subject to the Code, including the independent directors of Price Group, the Price Funds and the Savings Bank, are urged to consider the reasons for the adoption of this Statement. Price Group's and the Price Funds' reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds.

 

Front Running. Front Running is illegal. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices effected by client transactions.

 

QUESTIONS ABOUT THE STATEMENT . You are urged to seek the advice of the Chief Compliance Officer of TRPA, the Chairperson of the Ethics Committee (U.S.-based personnel), the TRP International Compliance Team (International personnel), or Code Compliance in Baltimore (all locations) when you have questions as to the application of this Statement to individual circumstances.

 

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EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

 

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the “ Policy ”), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

 

This Policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

 

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

 

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

 

PERSONS SUBJECT TO STATEMENT . The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group and the Savings Bank) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person's or Non-Access Person's spouse, minor children, and certain other relatives, as further described on page 5-5 of this Statement. All Access Persons except the independent directors of the Price Funds are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds are not subject to prior transaction clearance requirements and are subject to modified reporting as described on p. 5-20. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements, but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

 

Price Group . Price Group, each of its subsidiaries and affiliates, and their retirement plans.

 

Employee Partnerships. Partnerships such as Pratt Street Ventures.

 

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Personnel . Each officer, inside director and employee of Price Group and its subsidiaries and affiliates, including T. Rowe Price Investment Services, Inc., the principal underwriter of the Price Funds.

 

Certain Temporary Workers. These workers include:

 

· All temporary workers hired on the Price Group payroll (" TRP Temporaries ");

 

· All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

 

· All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group's employees (versus project work that stands apart from ongoing work); and

 

· Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

 

Retired Employees . Retired employees of Price Group who receive investment research information from one or more of the Price Advisers will be subject to this Statement.

 

Independent Directors of Price Group, the Savings Bank and the Price Funds. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Savings Bank include those directors of the Savings Bank who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds include those directors of the Price Funds who are not deemed to be "interested persons" of Price Group.

 

Although subject to the general principles of this Statement, including the definition of "beneficial ownership," independent directors are subject only to modified reporting requirements. See pp. 5-20 to 5-23. The trades of the independent directors of the Price Funds are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group and of the Savings Bank are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

 

ACCESS PERSONS. Certain persons and entities are classified as " Access Persons" under the Code. The term " Access Person" means:

 

· the Price Advisers;

 

· any officer or director of any of the Price Advisers or the Price Funds (except the independent directors of the Price Funds are not subject to prior transaction clearance and have modified reporting requirements, as described below);

 

· any person associated with any of the Price Advisers or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds, or whose functions relate to the making of any recommendations with respect to the purchases or sales; or

 

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· any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client.

 

All Access Persons are notified of their status under the Code. Although a person can be an Access Person of one or more Price Advisers and one or more of the Price Funds, the independent directors of the Price Funds are only Access Persons of the applicable Price Funds; they are not Access Persons of any of the Price Advisers.

 

Investment Personnel . An Access Person is further identified as " Investment Personnel " if, in connection with his or her regular functions or duties, he or she "makes or participates in making recommendations regarding the purchase or sale of securities" by a Price Fund or other advisory client.

 

The term "Investment Personnel" includes, but is not limited to:

 

· those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm's clients (investment counselors and members of the mutual fund advisory committees);

 

· research and credit analysts; and

 

· traders who assist in the investment process.

 

All Investment Personnel are deemed Access Persons under the Code. All Investment Personnel are notified of their status under the Code. Investment Personnel are generally prohibited from investing in initial public offerings. See p. 5-14.

 

NON-ACCESS PERSONS . Persons who do not fall within the definition of Access Persons are deemed " Non-Access Persons. " If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person under the beneficial ownership provisions

described below. However, the independent directors of Price Group and the Savings Bank are not included in this definition.

 

TRANSACTIONS SUBJECT TO STATEMENT . Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

 

First , you are a " beneficial owner " of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

 

Second , if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization ( e.g., a power of attorney to direct transactions in another person's account) of an unrelated person’s or entity’s brokerage account, or are directing another person's or entity’s trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

 

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Definition of Beneficial Owner. A "beneficial owner" is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

 

A person has beneficial ownership in:

 

· securities held by members of the person’s immediate family sharing the same household, although the presumption of beneficial ownership may be rebutted;

 

· a person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

 

· a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

 

· a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership;

 

· certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

 

· a person’s right to dividends that is separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

 

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a

controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

 

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control . If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse has an independent trading program in which you have no input. Similarly, if your spouse has investment control over, but no beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

 

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement’s relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section (via the Legal Compliance Employee Trading mailbox) in Baltimore or the TRP International Compliance Team, as appropriate. Any such request for clarification or interpretation should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation about the applicability of the Statement . Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Section or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

 

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PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running ( see page 5-1 for definition of Front Running).

 

TRANSACTIONS IN STOCK OF PRICE GROUP . Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the United States securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

 

Independent Directors of Price Funds. The independent directors of the Price Funds are prohibited from owning the stock or other securities of Price Group.

 

Quarterly Earnings Report . Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day after the filing of the firm’s earnings release with the SEC on Form 10-Q or Form 8-K. You will be notified by the Management Committee from time to time as to the controlling dates

 

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank are required to obtain clearance prior to effecting any proposed transaction (including gifts and other transfers of beneficial ownership) involving shares of Price Group stock owned beneficially, including through the Employee Stock Purchase Plan ( “ESPP” ). A transfer of shares of Price Group stock into or from street name to or from a securities account and a transfer of shares of Price Group stock between securities firms or accounts, including accounts held at the same firm, do not have to receive prior clearance, but must be reported.

 

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be processed by using the online request form. This online form can be accessed through the TROW Employee Stock Transactions tool located on the TRP Exchange. The Payroll and Stock Transaction Group is responsible for processing and maintaining the records of all such requests. This includes not only market transactions, but also sales of stock purchased either through the ESPP or through a securities account if shares of Price Group stock are transferred there from the ESPP. Purchases effected through the ESPP are automatically reported to the Payroll and Stock Transaction Group.

 

Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.

 

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Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

 

Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted, unless prior written approval is received from the Payroll and Stock Transaction Group and the Legal Department.

 

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. For a full description of the 60-Day Rule, please see page 5-27.

 

Only Price Group stock that has been held for at least 60 days may be gifted. You must receive prior clearance before gifting shares of Price Group stock.

 

Purchases of Price Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock. See p. 5-28.

 

To avoid issues with the 60-Day Rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.

 

Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.

 

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report to the Payroll and Stock Transaction Group any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.

 

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Section or by the financial institution ( e.g. , broker/dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

 

Effectiveness of Prior Clearance . Prior transaction clearance of transactions in Price Group stock is effective for three United States business days from and including the date the clearance is granted, unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

 

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Reporting of Disposition of Proposed Transaction . You must use the form returned to you by the Payroll and Stock Transaction Group to notify it of the disposition (whether the proposed transaction was effected or not) of each transaction involving shares of Price Group stock owned directly. The notice must be returned within two business days of the trade's execution or within five business days of the date of prior transaction clearance if the trade is not executed.

 

Insider Reporting and Liability . Under current SEC rules, certain officers, directors and 10% stockholders of a publicly traded company ( "Insiders" ) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

 

SEC Reporting . There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

 

· Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider ( i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

 

· Form 4. Any change in the Insider's ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.

 

· Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

 

Liability for Short-Swing Profits . Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

 

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PRIOR TRANSACTION CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS .

 

Access Persons other than the independent directors of the Price Funds must, unless otherwise provided for below, obtain prior transaction clearance before directly or indirectly initiating, recommending, or in any way participating in, the purchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire, any beneficial interest or which he or she controls. This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock.

 

Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.

 

Where required, prior transaction clearance must be obtained regardless of whether the transaction is effected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker/dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule (p. 5-27); you are responsible for ensuring your compliance with this rule.

 

The independent directors of the Price Funds are not required to receive prior transaction clearance in any case.

 

TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A “REPORTABLE FUND.” The following transactions do not require either prior transaction clearance or reporting:

 

Mutual Funds and Variable Insurance Products . The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds, as described below. ( see p. 5-12).

 

Automatic Investment Plans. Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a “non-systematic transaction” ) must be reported by both Access Persons and Non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

 

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Donor-Advised Funds. Transactions within donor-advised funds, such as the T. Rowe Price Program for Charitable Giving, do not require prior clearance or reporting with the exception of the initial contribution into the Fund if made by donating (gifting) securities. The initial donation (gift) of securities would not require prior clearance, although it would require reporting (of the gift), unless the donation is Price Group stock; which would require prior clearance and reporting.

 

U.S. Government Obligations . Purchases or sales of direct obligations of the U.S. Government.

 

Certain Commodity Futures Contracts. Purchases or sales of commodity futures contracts for tangible goods ( e.g., corn, soybeans, wheat) if the transaction is regulated solely by the United States Commodity Futures Trading Commission (" CFTC "). Futures contracts for financial instruments, however, must receive prior clearance and be reported.

 

Commercial Paper and Similar Instruments. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

 

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

 

Currency. Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example. However, securitized or financial instruments used for currency exposure (e.g. ProShares Ultra Yen ETF), must receive prior clearance and be reported.

 

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:

 

Exchange-Traded Funds (“ETFs”). Purchases or sales of the following ETFs only :

 

· SPDR Dow Jones Industrial Average (“ DIA ”)
· SPDR S&P 500 ETF Trust (“ SPY ”)
· PowerShares QQQ NASDAQ 100 (“ QQQ ”)
· iShares MSCI EAFE Index Fund (“ EFA ”)
· iShares Core S&P 500 Fund (“ IVV ”)
· iShares Trust Russell 2000 (“ IWM ”)
· iShares MSCI Emerging Market Index (“ EEM ”)
· iShares Plc FTSE 100 ( “GB/ISF” )

 

Transactions by Access Persons in all other ETFs must receive prior clearance and these transactions must be reported by both Access Persons and Non-Access Persons.

 

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Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case it must comply with the specific restrictions on ETFs described immediately above.

 

National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.

 

Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.

 

Pro Rata Distributions . Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received.

 

Tender Offers . Purchases and sales of securities pursuant to a mandatory (e.g. the holder has no choice or elections regarding the offer) tender offer. Merger elections, however, that presents holders of acquired securities, with exchange options that typically include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.

 

Exercise of Stock Option of Corporate Employer by Spouse . Transactions involving the exercise by an Access Person's spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a “cash-less” transactions, must receive prior transaction clearance.

 

Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse. Transactions commonly called “net sales” whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.

 

Inheritances . The acquisition of securities through inheritance.

 

Gifts . The giving of or receipt of a security as a gift. However a gift of or receipt of Price Group stock must be prior cleared.

 

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions . The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

 

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Spousal Employee-Sponsored Payroll Deduction Plans . Purchases, but not sales, by an Access Person's spouse pursuant to an employee-sponsored payroll deduction plan ( e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

 

Partial Shares Sold . Partial shares held in an account that are sold when the account is transferred to another broker/dealer or to a new owner or partial shares sold automatically by the broker/dealer.

 

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

 

Reportable Funds. Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds, SICAVs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through sub-advised relationships, including any fund holdings offered through retirement plans ( e.g., 401(k) plans), or as an investment option offered as part of a variable annuity. Code Compliance maintains a listing of sub-advised Reportable Funds under the Tools menu on the TRP Exchange.

 

Restrictions on Holding Price Funds Through Intermediaries. Many Reportable Funds are Price Funds. Access Persons are encouraged to buy, sell and maintain their holdings of Price Funds in an account or accounts on a T. Rowe Price platform, rather than through an intermediary where possible. For example, Access Persons are encouraged to trade shares in a Price Fund through T. Rowe Price Services, Inc., the transfer agent or through a TRP Brokerage account, rather than through a brokerage account maintained at an independent broker/dealer.

 

Access Persons are prohibited from purchasing a Price Fund through an intermediary if shares of that Price Fund are not currently held at that intermediary and if the purchase could have been effected through one of the T. Rowe Price transfer agents or in a TRP Brokerage account. If an Access Person currently holds Price Funds under such circumstances, he or she is prohibited from purchasing shares of any other Price Fund through that intermediary. Situations where Price Funds must be held through an intermediary ( e.g., spouse of an Access Person has or is eligible to invest in Price Funds through the spouse’s 401(k) plan) do not violate this policy. Access Persons who violate this policy may be required to transfer the position held through the financial intermediary to an account maintained on a T. Rowe Price platform.

 

Access Persons must inform the Code Compliance Section about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on a T. Rowe Price platform or in a TRP Brokerage Account, the Access Person need not report these transactions directly. See p. 5-19.

 

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In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on p. 5-19.

 

Interests in Section 529 College Savings Plans. Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan.

 

Access Persons must inform the Code Compliance Section about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan. For these specific plans only, once this notification has been given, an Access Person need not report transactions directly. See p. 5-19.

 

Notification Requirements. Notification to the Code Compliance Section about a Reportable Fund or a Section 529 College Savings Plan should include:

 

· account ownership information, and
· account number

 

The independent directors of the Price Funds are subject to modified reporting requirements.

 

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

 

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. If the transaction or security is not listed above as not requiring prior transaction clearance, you should assume that it is subject to this requirement unless specifically informed otherwise by the Code Compliance Section or the TRP International Compliance Team. The only Access Persons not subject to the prior transaction clearance requirements are the independent directors of the Price Funds.

 

Among the transactions for which you must receive prior transaction clearance are:

 

· Non-systematic transactions in a security that is not exempt from prior transaction clearance;

 

· Closed-end fund transactions, including U.K., Canadian, and other non-U.S. investment trusts, and ETFs not specifically exempted from prior clearance (see p. 5-10); and

 

· Transactions in sector index funds that are closed-end or exchange-traded funds.

 

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds), including purchases in initial public offerings and private placement transactions , must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group, the Price Funds and the Savings Bank are subject to modified reporting requirements.

 

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PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described above or the Chairperson of the Ethics Committee or his or her designee has otherwise determined that prior transaction clearance is not required, Access Persons, other than the independent directors of the Price Funds, must receive prior transaction clearance for all securities transactions.

 

Access Persons should follow the procedures set forth below before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Section before proceeding.

 

Procedures For Obtaining Prior Transaction Clearance For Initial Public Offerings ("IPOs"):

 

Non-Investment Personnel . Access Persons who are not Investment Personnel ( "Non-Investment Personnel ") may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or his or her designee (" Designee "). An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.

 

In considering such a request for prior transaction clearance, the Chairperson or his or her Designee will determine whether the proposed transaction presents a conflict of interest with any of the firm's clients or otherwise violates the Code. The Chairperson or his or her Designee will also consider whether:

 

1. The purchase is made through the Non-Investment Personnel's regular broker;

 

2. The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel's account; and

 

3. The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficial interest.

 

In addition to receiving prior transaction clearance from the Chairperson of the Ethics Committee or his or her Designee, Non-Investment Personnel must also check with the Equity Trading Desk the day the offering is priced before purchasing in the IPO. If a client order has been received since the initial prior transaction approval was given, the prior transaction clearance will be withdrawn.

 

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Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm's clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm's clients have had the opportunity to purchase in the secondary market once the underwriting is completed — commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

 

Investment Personnel . Investment Personnel may not purchase securities in an IPO.

 

Non-Access Persons . Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.

 

Procedures For Obtaining Prior Transaction Clearance For Private Placements. Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or his or her Designee.

 

A private placement is generally defined by the SEC as an offering that is exempt from registration under the Securities Act. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement.

 

Crowdfunding. Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.

 

If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or his or her designee.

 

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm's clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee. These investments may also have special reporting requirements, as discussed under “Procedures for Reporting Transactions,” at p. 5-18.

 

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm's investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

 

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Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

 

Procedures For Obtaining Prior Transaction Clearance For All Other Securities Transactions . Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firm's intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance team. If you cannot access myTRPcompliance, requests may be made by email to the Personal Trades mailbox. All requests must include the name of the security, a definitive security identifier ( e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e. , whether the transaction is a purchase, sale, short sale, or buy to cover. Responses to all requests will be made by myTRPcompliance or the Code Compliance team, documenting the request and whether or not prior transaction clearance has been granted. The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.

 

Requests will normally be processed on the same day; however, additional time may be required for prior transaction clearance for certain securities, including non-U.S. securities.

 

Effectiveness of Prior Transaction Clearance . Prior transaction clearance of a securities transaction is effective for three United States business days from and including the date the clearance is granted, regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained . For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period ( e.g., certain transactions through Transfer Agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Section after prior clearance has been granted, but before entering the order with the executing agent.

 

Reminder . If you are an Access Person and become the beneficial owner of another's securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.

 

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION . Prior transaction clearance will usually not be granted if:

 

Pending Client Orders . Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-25) under “Large Issuer/Volume Transactions” are met.

 

Purchases and Sales Within Seven Calendar Days . The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-25) under “Large Issuer/Volume Transactions” are met.

 

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For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to an Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure as opposed to enhanced index funds are not considered for this purpose.

 

If all clients have eliminated their holdings in a particular security, the seven day restriction is not applicable to an Access Person's transactions in that security.

 

Approved Company Rating Changes. A change in the rating of an approved company as reported in the firm's Daily Research News has occurred within seven calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth calendar day.

 

Securities Subject to Internal Trading Restrictions . The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

 

Exchange-Traded Fund (ETF) Restrictions. Transaction requests in narrow, inverse (also known as short or inverse-leveraged) ETFs will be denied. Narrow, inverse ETFs include, but are not limited to, those focused on the commodities, currencies and specific market sectors. Short sale transaction requests of narrow, long ETFs will also be denied. A list of eligible to be approved for trading broad, inverse ETFs will be maintained on the Legal site on the Exchange.

 

Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or his or her designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or his or her designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or his or her designee may consider in making this determination include:

 

· the size of the proposed transaction;

 

· the nature of the proposed transaction ( i.e. , buy or sell) and of any recent, current or pending client transactions;

 

· the trading volume of the security that is the subject of the proposed Access Person transaction;

 

· the existence of any current or pending order in the security for any client of a Price Adviser;

 

· the reason the Access Person wants to trade ( e.g. , to provide funds for the purchase of a home); and

 

· the number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

 

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TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS . All Access Persons (except the independent directors of the Price Funds) and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control ( see page 5-4 for a discussion of beneficial ownership and control concepts) to Compliance, Legal Department, T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218. T. Rowe Price has established relationships and processes with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements. Certain broker-dealers require employee consent before sending such confirmations, contract notes and statements to T. Rowe Price. In those cases, Code Compliance will contact the employee and obtain the required authorization.

 

The independent directors of Price Group, the Price Funds, and the Savings Bank are subject to modified reporting requirements described at pp. 5-20 to 5-23.

 

If transaction or statement information is provided in a language other than English, the employee should provide a translation into English of the documents.

 

NOTIFICATION OF SECURITIES ACCOUNTS . All persons (except the independent directors of the Price Funds) and all entities subject to this Statement must report their securities accounts upon joining the firm as well as report any new securities accounts opened while employed by the firm. myTRPcompliance (located on the Exchange) is the tool that must be used to report and maintain (open or close) accounts holding securities subject to this Statement of Policy.

 

The independent directors of Price Group, the Price Funds, and the Savings Bank are not subject to this requirement.

 

New Personnel Subject to the Code . A person subject to the Code must give written notice as directed above of any existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.

 

You do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund, that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

 

Officers, Directors and Registered Representatives of Investment Services . FINRA requires each associated person of T. Rowe Price Investment Services, Inc. to:

 

· Obtain approval for a securities account from Investment Services (whether the registered person is based in the United States or internationally); the request for approval should be in writing, directed to the Code Compliance Section, and submitted before opening or placing the initial trade in the securities account; and

 

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· If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services.

 

Annual Statement by Access Persons. Each Access Person, except an Access Person who is an independent director of the Price Funds, must also file with the firm a statement of his or her accounts as of year-end in January of the following year.

 

Reminder. If you become the beneficial owner of another's securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then the associated securities accounts become subject to the account reporting requirements.

 

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group, the Price Funds and the Savings Bank, who are subject to modified reporting requirements:

 

Report Form . If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Section will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Section must receive the confirmation or similar document no later than 30 days after the end of the calendar quarter in which the transaction occurred. You must report all other transactions on the form designated "Employee's Report of Securities Transactions," which is available on the Code of Ethics link on the TRP Exchange.

 

What Information Is Required. Each transaction report must contain , at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

 

· the date of the transaction
· the title of the security
· the ticker symbol or CUSIP number, as applicable
· the interest rate and maturity date, as applicable
· the number of shares, as applicable
· the principal amount of each reportable security involved, as applicable.
· the nature of the transaction ( i.e. purchase, sale or any other type of acquisition or disposition)
· the price of the security at which the transaction was effected
· the name of the broker, dealer or bank with or through which the transaction was effected; and
· the date you submit the report

 

When Reports are Due . You must report a securities transaction (other than a transaction in a Reportable Fund or Section 529 College Savings Plan [Access Persons only] or a spousal payroll deduction plan or a stock split or similar acquisition or disposition) within ten (10) business days after the trade date or within ten (10) business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a Section 529 College Savings Plan, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

 

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Access Person Reporting of Reportable Funds and Section 529 College Savings Plan Interests Held on a T. Rowe Price Platform or in a TRP Brokerage account. You are required to inform the Code Compliance Section about Reportable Funds and/or Section 529 College Savings Plan interests ( i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on a T. Rowe Price Platform or in a TRP Brokerage account. See p. 5-12. Once you have done this, you do not have to report any transactions in those securities; your transactions and holdings will be updated and reported automatically to Code Compliance on a monthly basis. You should send an email to the Access Persons Legal Compliance mailbox when you first purchase shares in a Reportable Fund or invest in Section 529 College Savings Plan Interests held on a T. Rowe Price Platform or in a TRP Brokerage account providing the account number and Reportable Fund name, if applicable, and the account registration to inform the Code Compliance Section of new holdings.

 

Access Person Reporting of Reportable Funds and Section 529 College Savings Plan Interests NOT Held on a T. Rowe Price Platform or in a TRP Brokerage Account.

You must notify the Code Compliance Section of any Reportable Fund or Section 529 College Savings Plan interests that you beneficially own or control that are held at any intermediary, including any broker/dealer other than TRP’s Brokerage Division. This would include, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe Price Retirement Plan Services, Inc. acts as the administrator or recordkeeper of that plan. Any transaction in a Reportable Fund or in interests in a Section 529 College Savings Plan must be reported by duplicate account information sent directly by the intermediary to the Code Compliance Section or by the Access Person directly on the “T. Rowe Price Employees Report of Securities Transactions” form within 30 days of the end of the quarter in which the transaction occurred.

 

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls ( e.g., in a limited partnership) you must report each capital call within ten business days. This is the case even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.

 

Reminder. If you become the beneficial owner of another's securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, the transactions in these securities become subject to the transaction reporting requirements.

 

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS.

 

Transactions in Publicly Traded Securities. An independent director of the Price Funds must report transactions in publicly-traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser. The independent director should contact the Legal Department to request approval to exempt any such accounts from this reporting requirement.

 

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Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange ( i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as a Price Funds independent director, should have known that during the 15-day period immediately before or after the independent director’s transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund or Price advisory client.

 

Methods of Reporting . An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Section.

 

Quarterly Reports . If a Price Fund independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Section no later than thirty (30) days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions. The Code Compliance Section will send to each independent director of the Price Funds who chooses to report transactions on a quarterly basis a reminder letter and reporting form approximately ten days before the end of each calendar quarter.

 

Duplicate Confirmation Reporting. An independent director of the Price Funds may also instruct his or her broker to send duplicate transaction information (confirmations) directly to the Code Compliance Section. An independent director who chooses to have his or her broker send duplicate account information to the Code Compliance Section in lieu of directly reporting broker-executed transactions must nevertheless provide Quarterly Reports for any securities transactions for which a broker confirmation is not generated.

 

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:

 

· Exercise of Stock Options of a Corporate Employer;

 

· Inheritance of a Security;

 

· Gift of a Security; and

 

· Transactions in Certain Commodities Futures Contracts ( e.g., financial indices).

 

An independent director of the Price Funds must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation. The Code Compliance Section will send to each independent director of the Price Funds who chooses to report transactions through broker confirmations a reminder letter and reporting form approximately ten days before the end of each calendar quarter so that transactions not reported by broker confirmations can be reported on the reporting form.

 

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Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds. An independent director of the Price Funds shall report to the Code Compliance Section any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds.

 

Reporting of Significant Ownership .

 

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds) . If an independent director of the Price Funds owns more than 1/2 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Section, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

 

Non-Public Investment Partnerships, Pools or Funds . If an independent director of the Price Funds owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence , the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

 

Investments in Price Group . An independent director of the Price Funds is prohibited from owning the common stock or other securities of Price Group.

 

Investments in Non-Listed Securities Firms. An independent director of the Price Funds may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund Boards.

 

Dealing with Clients . Aside from market transactions effected through securities exchanges, an independent director of the Price Funds may not, directly or indirectly, sell to or purchase any security from a client. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers.

  

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REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP.

 

Reporting of Personal Securities Transactions. An independent director of Price Group is not required to report his or her personal securities transactions (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers' investment research, recommendations, or transactions. However, each independent director of Price Group is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records in Baltimore ( e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

 

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director of Price Group shall report to the Code Compliance Section any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group.

 

Reporting of Significant Ownership .

 

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds) . If an independent director of Price Group owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must report this ownership in writing to the Code Compliance Section, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

 

Non-Public Investment Partnerships, Pools or Funds . If an independent director of Price Group owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence , the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

 

TRANSACTION REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE SAVINGS BANK. The independent directors of the Savings Bank are not required to report their personal securities transactions (other than transactions in Price Group stock) as long as they do not obtain information about the Price Advisers’ investment research, recommendations, or transactions, other than information obtained because the Savings Bank is a client of one or more of the Price Advisers. In addition, the independent directors of the Savings Bank may be required to report other personal securities transactions and/or holdings as specifically requested from time to time by the Savings Bank in accordance with regulatory or examination requirements.

 

MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS . These rules vary in their applicability depending upon whether you are an Access Person.

 

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The following rules apply to all Access Persons, except the independent directors of the Price Funds, and to all Non-Access Persons:

 

Dealing with Clients . Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

 

Investment Clubs. These restrictions vary depending upon the person's status, as follows:

 

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.–based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non-Access Person's individual trades are reported.

 

Access Persons . An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person's trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse's participation in the club and has no investment control or input into decisions regarding the club's securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

 

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

 

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

 

· is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

 

· involves securities positions that are disproportionate to your net assets.

 

At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account(s) in a month, or if circumstances otherwise warrant this action.

 

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The following rules apply only to Access Persons other than the independent directors of the Price Funds:

 

Large Issuer/Volume Transactions . Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the “ Large Issuer/Volume List ”), will be permitted under normal circumstances, as follows:

 

Transactions involving no more than U.S. $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar day period in securities of:

 

· issuers with market capitalizations of $5 billion or more, or

 

· U.S. issuers with an average daily trading volume in excess of 500,000 shares over the preceding 90 trading days in the U.S.

 

are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction.

 

These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, he or she may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.

 

If you believe one or both of these criteria should be applied to a non-U.S. issuer, you should contact the Code Compliance Section or the TRP International Compliance Team, as appropriate. When contacted, the TRP International Compliance Team will coordinate the process with the Code Compliance Section.

 

Transactions Involving Options on Large Issuer/Volume List Securities . Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the "Options and Futures" discussion that follows. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying security. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.

 

Transactions Involving Exchange-Traded Index Options . Generally, an Access Person may trade the greater of five contracts or sufficient contracts to control $50,000 in the underlying securities; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying securities. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying securities. These parameters are subject to change by the Ethics Committee.

 

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Please note that an option on a Unit Investment Trust is not an exchange-traded index option and does not fall under this provision. See the discussion under General Information on Options and Futures below.

 

Client Limit Orders . Although subject to prior transaction clearance, an Access Person’s proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

 

· The Access Person’s trade will be entered as a market order; and

 

· The client’s limit order is 10% or more away from the market at the time the Access Person requests prior transaction clearance.

 

Japanese New Issues. All Access Persons are prohibited from purchasing a security which is the subject of an IPO in Japan.

 

General Information on Options and Futures (Other than Exchange-Traded Index Options). If a transaction in the underlying instrument does not require prior transaction clearance ( e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance. However, all options and futures transactions, except the commodity futures transactions described on page 5-10, must be reported even if a transaction in the underlying instrument would not have to be reported ( e.g., U.S. Government Obligations). Transactions in publicly traded options on Price Group stock are not permitted. See p. 5-6. Please consult the specific discussion on Exchange–Traded Index Options for transactions in those securities. Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.

 

Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit ( see page 5-27).

 

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers’ clients.

 

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers’ clients, it is the firm’s policy that an Access Person should not profit from a price decline of a security owned by a client (other than a “pure” Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

 

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Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers' clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers' clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the CFTC.

 

Closing or Exercising Option Positions. A transaction initiated by an Access Person to exercise an option or to close an option transaction must also receive prior transaction clearance. If an intervening client transaction in the underlying security has occurred since the position was opened, the Access Person may not receive prior clearance to initiate a transaction to exercise the option or to close out the position, as applicable. The sale of an option by an Access Person must receive prior clearance, which also covers the exercise of that option against the Access Person, if one occurs.

 

Short Sales . Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule described below.

 

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase ( e.g., short sales and certain option transactions) of the same (or equivalent) securities within 60 calendar days. An "equivalent" security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from the Code Compliance Section prior to initiating the transaction.

 

In addition, the rule applies regardless of the Access Person’s other holdings of the same security or whether the Access Person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27.

 

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Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

 

The 60-Day Rule "clock" restarts each time the Access Person trades in that security.

 

The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60-day window and the closing transaction results in a gain. Multiple positions will not be netted to determine an overall gain or loss in options on the same underlying security expiring on the same day unless the offsetting option positions were clearly part of an options strategy. Contact the Legal_Compliance_Employee_Trading mailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.

 

The 60-Day Rule does not apply to:

 

· any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

 

· any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance ( e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the purchase or sale of the specific ETF securities that are exempted from prior clearance, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions; see pp. 5-9 through 5-12);

 

· the purchase and sale or sale and purchase of exchange-traded index options;

 

· any transaction in Price Group stock effected through the ESPP (note that the 60-Day Rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

 

· the exercise of "company-granted" Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and

 

· any purchase of Price Group stock through an established dividend reinvestment plan.

 

Prior transaction clearance procedures do not check compliance with the 60-Day Rule when considering a trading request. Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this Rule will be triggered by a proposed transaction, you should contact the Code Compliance Section or the TRP International Compliance Team before requesting prior transaction clearance for the proposed trade.

 

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Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

 

Expanded Holding Period Requirement for Employees in Japan. Securities owned by staff employed by the Tokyo branch of T. Rowe Price International Ltd. may be subject to a longer holding period than 60 days. If you have any questions about this restriction, you should contact the TRP International Compliance Team.

 

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures ( see p. 5-15).

 

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than ½ of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to the Code Compliance Section (via the Code of Ethics mailbox), providing the name of the company and the total number of such company's shares beneficially owned.

 

GAMBLING RELATED TO THE SECURITIES MARKETS. All persons subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated ( e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reporting to the Code Compliance Section even if these transactions are effected with a speculative investment objective.

 

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date) , each Access Person, except an independent director of the Price Funds, is required by United States securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control (“Initial Holdings Report”) ( see page 5-5 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report.

 

SEC rules require that each Securities Holding Report contain, at a minimum, the following information:

 

· securities title

 

· securities type

 

· exchange ticker number or CUSIP number, as applicable

 

· number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership

 

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· the name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

 

· the date the Access Person submits the Securities Holding Report.

 

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

 

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS . Each Access Person, except an independent director of the Price Funds, is also required to file an Annual Holdings Report as of December 31 of each year. This report can be completed by using myTRPcompliance located on the Exchange. This report is due by no later than January 31. The Chief Compliance Officer or his or her designee reviews all Annual Holdings Reports.

 

ADDITIONAL DISCLOSURE OF OPEN-END INVESTMENT COMPANY HOLDINGS BY INVESTMENT PERSONNEL. If a person has been designated “Investment Personnel,” he or she must report with the Initial and Annual Holdings Report a listing of shares of all open-end investment companies (except money market funds), whether registered under the Investment Company Act or sold in jurisdictions outside the United States, that the Investment Personnel either beneficially owns or controls. If an Access Person becomes Investment Personnel, he or she must file a supplement to his or her existing Holdings Report within thirty days of the date of this designation change, listing all shares of open-end investment companies (except money market funds) that he or she beneficially owns or controls. Previously disclosed ownership of Reportable Funds does not have to be reported again in this disclosure.

 

CONFIDENTIALITY OF RECORDS . Price Group makes every effort to protect the privacy of all persons and entities in connection with their Securities Holdings Reports, Reports of Securities Transactions, Reports of Securities Accounts, and Personal Securities Reports.

 

SANCTIONS . Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group and the Price Funds. The Ethics Committee, the Code Compliance Section, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person's and entity's compliance with this Statement and to otherwise prevent and detect violations.

 

Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group or the Savings Bank. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia , a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to forfeit to Price Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respect to whose securities such violations may have been involved.

 

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Following are sanctions guidelines associated with multiple violations of this Statement. These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two-year, look-back period in the administration of the sanctions guidelines. Violations incurred prior to the effective date of these new guidelines will not be considered.

 

1st Violation: Notification of violation. Manager provided with summary of violation.

 

2nd Violation: Notification of fine: VP* and above and all Investment Personnel - $250. Below VP level - $75. Manager provided with summary of violation.

 

3rd Violation: Notification of fine: VP* and above and all Investment Personnel - $500. Below VP level - $150. 3-Month trading prohibition (sales only permissible). Manager, Business Unit Leader and CEO notified.

 

4th Violation: Notification of fine: VP* and above and all Investment Personnel - $1,000. Below VP level - $300. Minimum 6-Month trading prohibition (sales only permissible). Manager, Business Unit Leader and CEO notified.

 

5th Violation: Chief Compliance Officer/Ethics Committee-imposed sanction. Manager, Business Unit Leader and CEO notified.

 

* Vice President of T. Rowe Price Group or any subsidiary

 

Violations by Independent Directors of Price Funds. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund Board will impose such sanctions as it deems appropriate.

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY WITH RESPECT TO

COMPUTER SECURITY AND RELATED ISSUES

 

Purpose of Statement of Policy (“Statement”). The central and critical role of computer systems in our firm's operations underscores the importance of ensuring their integrity. Our data is an extremely valuable asset and should be protected by all system users. Data within the Price Group network should be considered proprietary and confidential and should be protected as such.

 

Systems activities and information will be referred to collectively in this Statement as the “Systems.” The Systems include all hardware, software, operating systems, and network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage.

 

The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet resources including, but not limited to, email, instant messaging, remote FTP, Telnet, World Wide Web, remote administration, secure shell, the use of IP tunneling software to remotely control Internet servers, and voice messaging; access to and use of commercial and specialized software programs and systems licensed or developed for the firm’s use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones (e.g. Blackberry devices), PDAs, and cell phones. Use, access, or storage of data on non-T. Rowe Price or personally owned equipment (including but not limited to personally owned or “home” equipment, hotel or business center-supplied devices, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of Systems, as appropriate.

 

Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and Information.

 

This Statement establishes an acceptable use policy for all Price Group Associates and all other individuals, including vendors and contractors, with Price Group systems access. Enterprise Security should be contacted regarding additional or new policy determinations that may be relevant for specific situations and for current policy concerning systems and network security, system development, and new technologies.

 

The Statement has been designed to:

 

· prevent the unauthorized use of or access to our firm's computer Systems;

 

· prevent breaches in computer security;

 

· maintain and protect the integrity of customer, corporate, and employee confidential information; and

 

· prevent the introduction of malicious software into our Systems.

 

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Any material violation of this Statement may lead to disciplinary sanctions, up to and including dismissal of individuals involved. Additionally, actions in violation of this Statement may constitute a crime under applicable laws.

 

By using the firm's Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information by the firm. Users do not have any expectation of privacy in connection with the use of the Systems.

 

SECURITY ADMINISTRATION. Enterprise Security is responsible for identifying security needs and overseeing the maintenance of computer security, including Internet-related security.

 

The Enterprise Security department has the authority, at its own discretion, to disable any User- ID or other ID, that appears to be dormant or abandoned, on any platform. Efforts will be made to contact presumed owners of these IDs, but, in the absence of an identifiable owner, IDs may be disabled as part of system or vulnerability management processes.

 

Authorized System Users . In general, access to any type of system is restricted to authorized users who need access in order to support their business activities. All System and application access must be requested on a “Security Access Request” (“ SAR ”) form. Access requests and changes must be approved by the appropriate supervisor or manager in the user’s department or that department’s designated SAR approver where one has been appointed. SAR Approvers are responsible for ensuring that only required access is approved and that access is reduced or removed when no longer needed. SAR Approvers can be held accountable for any access they approve. Generally, non-employees are not permitted to be SAR Approvers; any exception must be approved by Enterprise Security. Managers and supervisors have an obligation to prevent the mis-use or re-use of “User-IDs” of terminated Associates and non-employees. Managers and supervisors are responsible for updating Associate and non-employee status in a timely manner for:

 

· Terminations
· Extended leave of absence

 

Authorized Application Owners . Secondary approval may be required from the “Owner” of some applications or data. The Owner is the employee who is responsible for making judgments and decisions on behalf of the firm with regard to the application or data, including the authority to decide who may have access. Secondary approval, when required, is part of the SAR process and access cannot be processed until secondary approval is received.

 

Where applications or data are especially sensitive, confidential, or involve Nonpublic Customer Information (as defined in the Code’s Statement of Policies and Procedures on Privacy), authorized application owners are also responsible for making judgments as to whether the applications or data should have additional security or approval processes.

 

User-IDs, Passwords, and Other Security Issues. Every user is assigned a unique User-ID. Each User-ID has a password that must be kept confidential by the user. For most systems, passwords must be changed on a regular schedule and Enterprise Security has the authority to determine the password policy. Passwords should be of reasonable complexity and uniqueness to prevent easy guessing; employee IDs and easily deducible personal or family information should not be used for passwords. Passwords should expire on a schedule approved by Enterprise Security unless specific variance has been permitted.

 

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User-IDs and passwords may not be shared with anyone else except under special circumstances. Users will be held accountable for work performed with their User-IDs. Personal computers must be locked when unattended.

 

External Computer Systems. The Price Group data processing environment includes access to data stored not only on our firm's computers, but also on external systems. Although the security practices governing external systems are established by the providers of these external systems, requests for access to such systems should be directed to Enterprise Security. User-IDs and passwords to these systems must be kept confidential by the user.

 

Remote Access. The ability to access our firm's Systems and Information from a remote location is limited to authorized users and authorized methods. Authorization for users who need remote access can be requested by completing a SAR form. Vendors who need remote access to the Price Group network or specific servers for application support, system troubleshooting, maintenance or other purposes should contact Enterprise Security for the preferred method for vendor access.

 

PORTABLE AND PERSONAL COMPUTER DEVICES. Price Group privacy and confidentiality requirements apply regardless of how information is accessed, stored or transmitted. Portable computer equipment ( e.g., laptops, smart phones, flash drives) contains information that is sensitive and should be encrypted where possible and password protected.

 

· Certain types of information ( e.g. , name and Social Security number) may not be stored on unencrypted portable computer devices. See the Code’s Statement of Policies and Procedures on Privacy for further information.
· Passwords and remote access cards/tokens should not be stored with the device and information about accounts or passwords should not be maintained as a list on the device.
· Cell phones and MP3 players with cameras and video capabilities can be used to capture and store confidential or proprietary information. These devices may be prohibited in certain work areas.

 

· Devices ( e.g ., flash drives, wireless connections, and USBs) that connect to the Price Group network, but are not provided or supported by the Price Group, are prohibited. Damage to the Price Group network, systems, data, or reputation by use of any of these can result in disciplinary action to the individual or individuals involved.

 

In the event of loss or theft, contact the Enterprise Help Desk immediately .

 

PROTECTION FROM MALICIOUS CODE. “ Malicious code” is computer code that is designed to damage or access software or data on a computer system. Enterprise Security manages a comprehensive malicious code prevention and control program to protect Systems and data. Users participate in providing security by:

 

· Contacting the Help Desk. Immediately contacting the Help Desk for anything identified as malicious by a virus scanner. Do not forward any virus warning email you receive to other staff until you have contacted the Help Desk, since many of these warnings are hoaxes or viruses themselves. The Help Desk will determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.

 

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· Being Careful when Opening Emails. Carefully reviewing emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses. Contact the Help Desk for anything that appears suspicious or forward emails to the T. Rowe Price spam mailbox (Spam_Mailbox@troweprice.com). Opening any link or file is at your own risk and presumes you have knowledge of the safety of the contents.

 

· Maintaining Security Settings. Maintaining virus scanning or similar protective technology on all TRP assets. Users should not disable virus scanning features in order to improve download times or optimize processing. Failure to maintain updated scanning files is also prohibited.

 

· Keeping Anti-Virus Updated. Maintaining updated anti-virus software and pattern files on all non-Price Group assets that are used to access the network. It is the responsibility of each user to ensure that his or her portable computer’s anti-virus software is regularly updated and that personal machines remotely connecting to the Price Group network include necessary virus, application and operating system security updates. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.

 

· Reporting Unauthorized Network Connections. Report any attempts to create an unauthorized or foreign connection to the network in any matter.

 

· Limiting Downloading or Copying . Internet users have the ability to connect to other computers or on-line services outside of the firm’s network to download or copy software. Downloading or copying software, which includes documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is for a necessary and legitimate business purpose because downloads and copies could introduce viruses and malicious code into the Systems.

 

· No use of Peer-to-Peer Software . Use of any peer-to-peer file-sharing software, web storage or web interface, which allows users to search the hard drives of other users for files, store information remotely or access personal computers remotely, is prohibited on the Price Group network and PCs.

 

Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions or by failing to implement recommended precautions may lead to sanctions. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited.

 

Access to the Internet and Other On-Line Services. Access to the Internet presents special security considerations due to the world-wide nature of the connection and the security weaknesses present in Internet protocols and services. In accessing the Internet or other on-line services, the following policies apply:

 

· The use of Firm Systems is intended for legitimate business purposes and individuals should limit personal use.

 

· Do not use firm’s Systems to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price. If you receive an email or other communication with inappropriate content, delete it immediately and do not forward it to others. In the case of harassing or threatening communications, provide a copy to Human Resources.

 

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· Enterprise Security may block internet sites without prior notice based on their associated risk to the firm or for other business reasons. You are prohibited from using firm Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or programs.

 

· You may not download anything for installation or storage onto the firm’s computers for personal use including, but not limited to, music, games, or messaging and mail applications.

 

· You may not use the firm’s Systems or hardware in any way that might pose a business risk or customer/employee data privacy risk or that violates laws.

 

· You may not engage in activities that bypass or compromise the integrity of network security features like firewalls or virus scanners.

 

· No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from the Legal Department and Enterprise Security. Internet domain names are assets of the firm and are purchased and maintained by Enterprise Security. This also includes free account registrations such as those on social networking sites and web email.

 

· Do not publicize the location of the firm’s Technology Center. It is the responsibility of all Associates and all other individuals to protect information about the location of the Technology Center whenever possible. Although there will be situations where using the address is unavoidable, use of the physical address is generally not necessary. It should not be used on the Internet for any reason, business or personal.

 

Activities other than those mentioned above may be prohibited because they pose a risk to the firm or its Systems and Information. Check the current Enterprise Security intranet site and policy for further information or contact Enterprise Security. The following activities cause security issues and are prohibited:

 

Dial-Out Access. Unauthorized modems are not permitted. Dial-out access that circumvents the Internet firewall, proxy server, or authentication mechanisms except by authorized personnel in the business of Price Group is prohibited.

 

Instant Messaging. Use of instant messaging ( “IM” ) capabilities for business purposes is restricted to authorized personnel only. Instant Message communications are archived, as appropriate, to comply with regulatory requirements.

 

Sending Confidential Information. Email and Instant Messages that are sent through the Internet are not secure and could be intercepted by a third party. Confidential and firm proprietary information should not be included in such communications unless specifically permitted by accepted business procedures. When remote access to the firm’s email system, or external access to firm email, is required, the method provided by T. Rowe Price for secure access should be used.

 

Downloading or Copying. Downloading or copying software, which includes documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is authorized. Downloads and copies may introduce viruses and malicious code into Systems.

 

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Peer-to-Peer Networks . Use of any peer-to-peer file-sharing software, web storage or web interface, which allows users to search the hard drives of other users for files, store information remotely or access personal computers remotely, is prohibited. Downloading or uploading copyrighted materials to removable media may violate the rights of the authors of the materials, may create a liability, privacy or security breach, or cause embarrassment to the firm.

 

APPROPRIATE USE . Associates must adhere to standards of Appropriate Use to ensure compliance with security, legal, and regulatory requirements. The below information provides guidance on common Appropriate Use situations, but is not intended to provide guidance for each individual situation. Contact Enterprise Security or Legal for specific guidance as needed.

 

Use of Personal Email and Internet Access . Non-T. Rowe Price email, social media and all other personal accounts should be accessed only as permitted by the user’s business unit. Extreme care should be taken when accessing personal accounts via T. Rowe Price systems or hardware because the methods of accessing them are more susceptible to viruses, malicious code, and identity theft attempts. No personal account may ever be used to send or receive business or client related communications.

 

Use of Personal Mobile Devices . Associates are prohibited from using personal mobile devices to conduct Price Group business activities except as defined in the Mobile Device and Access Policy (T. Rowe Price Exchange/Services & Policies tab) or as authorized by management. Nonpublic customer information may not be stored on personal mobile devices. Personal mobile devices should not be used to access or view nonpublic customer information on the T. Rowe Price network, the internet, or a cloud service. See Section 8-1: Statement of Policies and Procedures on Privacy for additional guidance.

 

Privileged Access . System and application administrators are prohibited from altering security settings to their advantage, for the advantage of someone else, or for any other reason, without appropriate, documented instruction to do so, even though their administrative privileges give them the ability to do so.

 

Personal Account Activities. All account activities in associate accounts, accounts of associate family members and accounts over which associates could be deemed to have control, must be conducted through the same channels set up for all of our customers. These channels have been established for our customers to provide them convenient ways to conduct business with TRP and protect both the customer and the firm regarding risk management and accurate transaction completion. We want to afford each Associate the same safeguards.

 

Associates may not perform any maintenance, monetary or transaction activity in their own accounts through our main operating systems. The prohibition on use on our operating systems includes use of such systems for testing purposes. Associates must have all activity in their personal and beneficial accounts performed at “arms length”; as if they were regular customers. The following activities may not be performed by an associate on his/her own account(s) or a family member’s account(s).

 

· Process a purchase, exchange, redemption, financial adjustment or transfer in the mutual funds, 529 programs, Program for Charitable Giving, variable annuities or our Savings Bank.

 

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· Place any Buy or Sell orders, adjust any commissions, adjust price executions in Brokerage Accounts or process transfers in Brokerage Accounts.

 

· Process account maintenance of any kind for any of the T. Rowe Price products that he/she owns. This would include traditional maintenance items, such as address changes, change in services, check reorder, change of bank records or change in registrations, as well as significant changes such as non-financial adjustments.

 

· Correspond directly with an outside vendor regarding an Associate’s own account unless contact with the outside vendor in the specific instance is normally done by an outside customer. Again, Associates need to contact a service representative and have the representative contact the outside vendor on their behalf.

 

· Other areas not covered above, which alter or change any part of the Associate’s accounts in any way.

 

All Associates should use the following appropriate methods of conducting activity in their own account(s):

 

· The T. Rowe Price web-site at www.troweprice.com ;

 

· One of our Toll-free numbers to speak with a representative on a recorded line;

 

· One of our VRU systems, Tele*Access or Tele*Trader;

 

· A face-to-face visit to an Investor Center; or

 

· Written correspondence through the U.S. mail.

 

Associate accounts are monitored on an ongoing basis for compliance with this policy provision.

 

Confidentiality of System Activities and Information. System activities and access on Price Group computers is subject to monitoring by firm personnel or others. All such information are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, transmitted, or stored through the Systems.

 

Users should be aware that certain departments at T. Rowe Price record telephone conversations placed to and from the department (this includes but is not limited to the Call Centers, Investor Centers and Corporate Actions department).  These recordings are made for quality purposes and to maintain records of certain instructions as well as for other business reasons.  Any telephone conversations placed to and from these departments (including internal calls) will be recorded and subject to monitoring.  In addition, all information forwarded or received via the T. Rowe Price email system is subject to monitoring

 

Information, including electronic communications, entered into our firm's computers but later deleted from the Systems may continue to be maintained permanently on our firm's back-up tapes or in records retained for regulatory or other purposes. Users should not create documents or communications that might later be embarrassing to the user or the firm. This policy applies to all communications on the Systems.

 

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Application of U.S. Copyright Law To Software Programs. Software products and on-line information services purchased for use on Price Group personal computers are generally copyrighted material and may not be reproduced without proper authorization from the software vendor. This includes the software on CDs or diskettes, any program manuals or documentation, and data or software retrievable from on-line information systems. Unauthorized reproduction of such material or information, or downloading or printing such material, violates United States law, and the software vendor can sue to protect the developer’s rights and can lead to both civil and criminal penalties. In addition, many other nations have laws in this area. See the T. Rowe Price Copyright and Trademark Policy, located in the Associate Handbook, for more information about this subject.

 

Participation on Internet Discussion and Social Networking Sites. Associates are directed to the Social Media Policy located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media.

 

Guidelines for Installing Software. Only approved software is authorized to be installed on Price Group systems. Any software program that is used by Price Group personnel in connection with the business of the firm must be ordered through the Help Desk and installed by DPSG. DPSG also has the authority, at its own discretion; to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group.

 

Licensing . Software residing on firm servers will be either: (1) maintained at an appropriate license level for the number of users, or (2) made accessible only for those for whom it is licensed.

 

QUESTIONS REGARDING THIS STATEMENT . Any questions regarding this Statement should be directed to Enterprise Security.

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

COMPLIANCE WITH ANTITRUST LAWS

 

Purpose

 

To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws (" Statement ") to:

 

· Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group's business; and

 

· Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

 

The Basic United States Anticompetitive Activity Prohibition

 

Section 1 of the United States Sherman Antitrust Act (the " Act" ) prohibits agreements, understandings, or joint actions between companies that constitute a "restraint of trade ," i.e., that reduce or eliminate competition.

 

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as "a knowing wink," as one case says, may be sufficient to establish an illegal agreement under the Act.

 

The agreed-upon action must be anticompetitive . Some actions are " per se " anticompetitive, while others are judged according to a " rule of reason."

 

· Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component. Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.

 

· Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers' cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.

 

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There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.

 

Penalties for Violating the Sherman Act

 

A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorney’s fees. Criminal penalties for individuals can include fines of up to $1,000,000 and ten years in jail, and $100 million or more for corporations.

 

Situations in Which Antitrust Issues May Arise

 

To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds and investment and retirement services, must be made with the prohibitions of the Act in mind. In addition, any discussion with our competitors about the use of particular vendors or service providers may implicate the Sherman Act.

 

Trade Association Meetings and Activities . A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

 

Permissible Activities:

 

· Discussion of how to make the industry more competitive.

 

· An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.

 

· Collective action to petition government entities.

 

Activities to Avoid:

 

· Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.

 

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· Discussion of specific customers, markets, or territories.

 

· Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a " boycott ").

 

Investment-Related Discussions

 

Permissible Activities : Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer's stock, or negotiations among creditors of an insolvent or bankrupt company.

 

Competing investment managers are permitted to serve on creditors committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.

 

Activities to Avoid : It is important to avoid anything that suggests involvement with any other firm in any threats to "boycott" or "blackball" new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

 

Example : After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders' rights, several investment management complexes organized to protest the state's action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms' action led to an 18-month United States Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

 

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, you should notify the Legal Department, which will take whatever further steps are necessary.

 

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Benchmarking . Benchmarking is the process of measuring and comparing an organization's processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

 

· Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.

 

· The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.

 

· All proposed benchmarking agreements must be reviewed by the Legal Department before the firm agrees to participate in such a survey.

 

International Requirements. The United Kingdom and the European Union (“E.U.”) have requirements based on principles similar to those of United States law. In many cases, the laws of the E.U. are stricter than the laws of the United States. If you have specific questions about United Kingdom or E.U. requirements, you should contact the Legal Department.

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICIES AND PROCEDURES ON PRIVACY

 

INTRODUCTION

 

This Statement of Policies and Procedures on Privacy (“ Privacy Statement ”) applies to T. Rowe Price Group, Inc. and its subsidiaries and affiliates (collectively “ T. Rowe Price ” or “TRP” ), including its international operations. It is T. Rowe Price's policy to:

 

· Treat our customers' personal and financial information (“ Nonpublic Customer Information ”) as confidential;

 

· Protect Nonpublic Customer Information;

 

· Not share this information with third parties unless in connection with processing customer transactions, servicing accounts, or as otherwise permitted by law; and

 

· Comply with applicable federal, state, and international privacy laws and regulations.

 

In the United States, the primary federal law governing customer privacy is Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. (“ Privacy Act ”). The Securities and Exchange Commission (“ SEC ”), federal banking regulators, and others have issued regulations under the Privacy Act ( e.g. , the SEC’s Regulation S-P). For purposes of this Privacy Statement and unless otherwise specified, the term “ customer ” generally refers to individuals or entities who are current or former customers of TRP, both directly and indirectly such as those who have accounts or services established through the retail, retirement plan, separate account/institutional, broker/dealer, or Investment Counsel Group areas.

 

While the Privacy Act and related regulations in the privacy area apply generally only to direct customer relationships with individuals ( i.e., natural person customers) as opposed to direct customer relationships with entities or indirect relationships such as with retirement plan participants, TRP also protects and safeguards such relationships in a substantially similar manner. In the institutional arena, the contracts TRP has entered into with customers frequently contain provisions relating to the duty to keep customer information confidential and/or limiting the use of customer information. Also, the personal and financial information of employees retained on a full-time or part-time basis, and of independent contractors and temporary workers are protected and safeguarded in a substantially similar manner. Accordingly, references to “customer(s)” in the Privacy Statement should be understood to include such relationships, institutional customers, and other persons unless otherwise specified.

 

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Nonpublic Customer Information comprises virtually all the information that a customer supplies to TRP and the information that TRP otherwise obtains or generates in connection with providing financial products or services to that customer. Accordingly, Nonpublic Customer Information would include personally-identifiable account balance, holdings and transactional history, as well as the existence of the customer relationship itself ( e.g., customer lists) and the contents of an account application ( e.g., a person’s name in combination with taxpayer identification number or beneficiary information). 1

 

The privacy policy for the firm’s international business is posted on the TRP Institutional website. Internationally based subsidiaries and affiliates must comply with the U.K. Data Protection Act as it applies to their activities. The U.K. Data Protection Act and other international privacy regulation are beyond the scope of this Privacy Statement and for business conducted internationally, Associates should be aware of the applicable privacy regulations in the foreign jurisdiction where the business is conducted. If you have any questions in this area, please contact the TRP International Compliance Team.

 

INITIAL AND ANNUAL PRIVACY NOTICES

 

Certain regulated T. Rowe Price companies offer financial products and services directly to individuals and, consequently, are required to develop and deliver a privacy notice under the Privacy Act and related regulations.

 

As a means of complying with these requirements, the firm has adopted a written “ Privacy Policy ,” which is provided to such customers as required. The Privacy Policy is included with or accompanies applicable account application or other material delivered to prospective customers. The Privacy Policy is sent annually to such customers ( e.g. , typically with first quarter statements for retail mutual fund customers). A copy of the Privacy Policy is located on TRP’s Internet site under the link to “Privacy Policy.” The contents of the Privacy Policy are contained under the sub-heading of “General Privacy Policy,” and it is followed by information concerning additional online privacy practices. Questions from customers concerning the Privacy Policy should be referred to the Legal Department.

 

The Legal Department is responsible for identifying any amendments that are required to be made to the Privacy Policy and must approve any proposed amendments. Generally, Retail Operations is responsible for the distribution of the Privacy Policy to prospective customers and the annual distribution of the Privacy Policy to Price Fund shareholders, Brokerage customers, annuity customers, and other retail customers. Other business units ( e.g., Investment Counsel Group) not covered by Retail Operations will be notified by the Legal Department of any obligations to deliver the Privacy Policy to their respective customers.

 

 

1 Nonpublic Customer Information refers generally to information that can be linked to a specific customer or individual as opposed to data that is not specifically linked. For example, a listing of trades done for a particular customer or group of customers, without any indication of the customer(s) at issue, is generally not considered to be “Nonpublic Customer Information” in and of itself because it is not linked to an identified customer. Nevertheless, even for aggregate data, there may be corporate business reasons for safeguarding such information.

 

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EDUCATION ABOUT PRIVACY AND ASSOCIATE RESPONSIBILITY

 

Every Associate should be aware of this Privacy Statement and any privacy policies and procedures applicable to their business unit (collectively “ Privacy Policies ”), and every Associate bears responsibility to protect Nonpublic Customer Information.

 

Managers and supervisors shall ensure that the Privacy Policies are reviewed with all new Associates at T. Rowe Price. Particular attention should be given to any temporary or part-time workers and consultants to ensure that they are educated to the critical importance of protecting confidential information. Additionally, if such temporary worker is being retained independent of the on-site temporary agencies utilized by Human Resources, the supervisor must contact the Legal Department to verify that there are adequate contractual safeguards relative to privacy and confidentiality. Managers and supervisors also shall ensure that revisions to Privacy Policies are communicated to applicable Associates as an integral part of the continuing education of such Associates.

 

Violations of Privacy Policies may constitute grounds for disciplinary action, including fines and dismissal from employment.

 

METHODS BY WHICH T. ROWE PRICE PRESERVES CONFIDENTIALITY

 

Each Business Unit Head has responsibility with respect to his or her business unit to establish procedures whereby the confidentiality of Nonpublic Customer Information is preserved. Such procedures should address access to and safeguards for Nonpublic Customer Information based upon the business unit’s operations, access to, and handling of such information as it exists in both hardcopy and electronic formats. The procedures should address safeguards relating to administrative, technical, and physical access to and distribution of Nonpublic Customer Information.

 

Access to Information

 

Managers and supervisors are responsible for limiting access to Nonpublic Customer Information to those Associates who require access to such information to support their respective job functions. Situations where excessive or inappropriate access to or exposure of Nonpublic Customer Information are identified require prompt remediation.

 

Computer Access

 

Business unit managers and supervisors are responsible for making judgments and decisions with regard to the use of Nonpublic Customer Information, including decisions as to who shall have computer access to such information.

 

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In general, managers and supervisors are responsible for determining those Associates that require access to systems that contain Nonpublic Customer Information in support of job functions. System access, or changes to such access, shall be submitted in the format directed by Enterprise Security and authorized by the appropriate business unit manager or supervisor. Managers and supervisors also are responsible for timely notification to Enterprise Security when an employee or consultant has left the firm so that access may be terminated. This is especially important for temporary employees who are contracted independent of Human Resources and/or one of the on-site temporary agencies.

 

New Business and Systems Development

 

All new business and systems application development that relates to or affects Nonpublic Customer Information is to be developed and reviewed with consideration to the firm’s Privacy Statement. Individuals at T. Rowe Price working on systems and processes dealing with Nonpublic Customer Information are responsible for evaluating the potential risks to the confidentiality of Nonpublic Customer Information and implementing safeguards that are designed to provide reasonable protection of the privacy of such information consistent with the risks identified.

 

Safeguarding Nonpublic Customer Information

 

To safeguard the interests of our customers and to respect the confidentiality of Nonpublic Customer Information, all individuals at T. Rowe Price are responsible for taking the following precautions:

 

· Do not discuss Nonpublic Customer Information in public places such as elevators, hallways, lunchrooms, or social gatherings;

 

· To the extent practical, access to particularly sensitive areas of the firm where Nonpublic Customer Information could be observed or overheard readily shall be provided only to Associates with a business need for being in the area;

 

· Avoid using speaker phones in areas where or at times when unauthorized persons may overhear conversations;

 

· Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects, or use aggregate data that is not personally identifiable to any customer;

 

· Exercise care to avoid placing documents with Nonpublic Customer Information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use (particular attention should be directed to securing the information outside of normal business hours to prevent possible misappropriation of the information);

 

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· Destroy copies of confidential documents no longer needed by using the secure recycling bins;

 

· Lock the computer at your work-station when not in use; and

 

· Sample calls or screens must be edited in advance to delete any confidential information when a prospect or consultant wishes to listen in on calls to gauge our level of service. Sample data cannot be linked to a specifically identified customer.

 

From time to time, Associates at T. Rowe Price may bring Nonpublic Customer Information outside of firm facilities as needed during business trips, meetings, or for work at home (whether in hard-copy or electronically). Associates are responsible for taking care to safeguard such materials and may not leave them unattended or otherwise in an unsecured situation. Encryption may be required for storage of certain types of information on portable devices, such as laptops and “thumb” drives. See the “Encryption” section below for further details.

 

Encryption

 

TRP has implemented encryption of sensitive data at points which carry the highest risk. This includes various transmission methods as well as full disk encryption for laptops issued by TRP. TRP periodically evaluates additional encryption technologies for storage solutions which will meet its security, availability, and performance needs.

 

While it remains critical to safeguard all types of personal and financial information, over the past several years many states have passed laws and regulations that focus particularly on data that can easily be stolen and exploited to engage in identity theft against an individual ( i.e. , a natural person as opposed to an entity). As relevant to the firm’s business, such data that consists of an individual’s first name or initial and last name in combination with one or more of the following: (i) Social Security or taxpayer identification number; (ii) driver’s license or other state-issued identification number; or (iii) financial account number, such as an individual’s T. Rowe Price account number or a checking account or credit card number (collectively, “ Identity Information ”). As a financial services firm and employer, TRP has Identity Information concerning a variety of individuals, including Retail customers and retirement plan participants, employees, independent contractors, and temporary workers.

 

In order to align our policies with state laws, we restrict certain electronic transmissions and storage of Identity Information, unless it is encrypted.

 

§ Associates may not send an email or attachment outside of T. Rowe Price that contains Identity Information of another person unless the email/attachment is encrypted. Emails that travel through the Internet (which is the case with emails sent outside TRP) are not encrypted. Also, password protection alone of attachments is not sufficient. However, there are several types of email channels that are secure and can be used:

 

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· Internal emails (these go through TRP’s internal network);
· Messages that are sent and received as part of a secure online account access session ( e.g. , email sent to a customer’s Message Center viewable during on-line access); and
· Emails sent to a party that has enabled a domain encrypted email service with T. Rowe Price.

 

§ Associates may not store Identity Information of another person on an unencrypted laptop, CD, “thumb” drive, or other portable device. Password protection alone is not sufficient. Laptops and Blackberries issued by T. Rowe Price are encrypted. 2

 

Associates should contact the Help Desk if assistance is needed with coordinating an email encryption process with a business partner, to arrange for a CD to be encrypted, to obtain encrypted thumb drives, or with other questions about these encryption requirements. Exceptions may be made only after consultation with the Legal Department.

 

Record Retention

 

TRP is required to produce, maintain and retain various records, documents, and other written (including electronic) communications pursuant to various federal and state laws and regulations, and all Associates at T. Rowe Price are responsible for adhering to the firm’s record maintenance and retention policies.

 

Destruction of Records

 

All Associates at T. Rowe Price must use care in disposing of any Nonpublic Customer Information. Confidential paper records should be discarded using the secure recycling bins. General Services should be contacted for instructions regarding proper disposal when a significant quantity of material is involved.

 

T. Rowe Price has set up procedures so that electronic data stored on physical equipment issued by the firm, such as computer hard drives, Blackberry devices and PDAs, are destroyed based upon internal protocols. For example, computer hard drives are erased according to federally suggested guidelines prior to re-deployment or conveyance to a third party. Non-functional hard drives are physically destroyed, rendering them useless. Tapes failing media validation routines are physically destroyed by a specialist third party organization that provides certification of destruction back to T. Rowe Price. Tapes that will be re-used are wiped of all data prior to re-use.

 

 

2 For Blackberries, contacts/address books are not encrypted at this time due to significant interference with performance. Therefore, Associates may not store Identity Information of another person in contacts/address books.

 

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Data files stored on file servers are subject to standardized back-up and recovery cycles. Retention of individual files is determined by the owner of the data and also can vary depending upon the nature of the data and its regulatory requirements. For example, certain categories of emails are subject to specific regulation regarding retention and destruction and protocols designed to adhere to these standards have been implemented firm-wide.

 

DEALINGS WITH THIRD PARTIES

 

Generally, T. Rowe Price will not disclose Nonpublic Customer Information to unaffiliated third parties unless in connection with processing a transaction, servicing an account, or as otherwise permitted by law. TRP also is permitted to provide information to others as the customer has specifically directed, such as to the customer’s accountants or consultants. Associates will consult with managers or supervisors for any proposed disclosure which does not fall into one of the above categories. Questions will be elevated to the Legal Department as needed. Associates will not divulge any Nonpublic Customer Information or the existence of customer relationships to anyone outside of the firm, including disclosing to families or friends, except as noted above to process a transaction, service an account, or as otherwise permitted by law. For example, Associates shall not supply a third party with anything showing actual customer information for the purpose of providing a “sample” ( e.g., for software testing or problem resolution) without explicit approval from the Legal Department.

At times, in an effort to obtain confidential information, third parties will assert that they are entitled to certain information pursuant to a subpoena or some other legal process or authority. Because there can be various issues that may affect the validity of such demands, no records or information concerning customers shall be disclosed unless specifically directed by the Legal Department. Any such demands for information should be promptly referred to the Legal Department.

 

RETENTION OF THIRD PARTY ORGANIZATIONS BY TRP

 

T. Rowe Price may on occasion use third party organizations (“ Third Parties ”) to provide support services to the firm ( e.g., consultants, systems vendors). Whenever T. Rowe Price hires Third Parties to provide support services, Nonpublic Customer Information may be provided to the third parties only for the purposes for which they are retained. Therefore, it is important that in retaining such third parties, T. Rowe Price has contractual representations from each Third Party that preserves the confidentiality of Nonpublic Customer Information and, where deemed appropriate, enables T. Rowe Price to verify compliance with contractual representations. Accordingly, no Third Parties shall be retained to deal with or have access to Nonpublic Customer Information unless the Legal Department has determined that there are adequate contractual provisions in place. All non-standard contracts relating to supplying or using Nonpublic Customer Information should be submitted to the Legal Department for review; a standard Nondisclosure Agreement is available from the Legal Department.

 

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T. Rowe Price also utilizes a risk based process with many of its Third Parties to understand a Third Party’s practices to help ensure that appropriate safeguards are in place ( e.g., review of Third Party with access to significant volumes of Nonpublic Customer Information). The review of a Third Party is spearheaded by the appropriate vendor relationship manager and includes obtaining an understanding of the Third Party’s control environment in protecting confidential information, following up with the Third Party to address noted concerns (if any), and ensuring that appropriate contractual standards are in place.

 

POTENTIAL RELEASE OF NONPUBLIC CUSTOMER INFORMATION

 

When there has or may have been a release of Nonpublic Customer Information to anyone not authorized to receive such information or when Nonpublic Customer Information is missing, it is important that the incident be reported and investigated promptly. T. Rowe Price has implemented a centralized reporting and escalation process ( e.g. , reporting to supervisor and specified Help Desk area). This process is designed to investigate reported incidents efficiently, recommend improvements to reduce future errors, and to communicate with customers where appropriate under the firm’s business practices or where required by law. In addition to utilizing the centralized reporting process, to the extent that an Associate’s business unit has adopted additional procedures, such as reporting to specified persons in the business unit, the Associate shall follow the business unit’s procedures as well.

 

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Exhibit (p)(16)

  

Wellington Management



Code of Ethics
   

 

 

 

Personal Investing

 

Gifts and Entertainment

 

Outside Activities

 

Client Confidentiality

 

1 January 2015 

1
 

 

Wellington Management

 

Code of Ethics

 

 

 

A Message From Our CEO

 

Our business is built on a foundation of trust — the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance.

 

Each and every one of us has a role to play in sustaining our clients’ trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someone’s attention — your manager, the Legal and Compliance team, or any of my direct reports. But don’t just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.

 

To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients’ trust.

 

Sincerely,

 

Brendan J. Swords

President and Chief Executive Officer

 

“The reputation of a thousand years may be determined by the conduct of one hour.”

– Ancient proverb

 

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Code of Ethics

 

 

 

Contents

 

Standards of conduct 4
   
Who is subject to the Code of Ethics? 4
   
Personal investing 5
   
Which types of investments and related activities are prohibited? 5
   
Which investment accounts must be reported? 6
   
Accounts not requiring reporting 7
   
What are the reporting responsibilities for all personnel? 8
   
What are the preclearance responsibilities for all personnel? 9
   
Requests for exceptions to preclearance denial, other trading restrictions, and certain reporting requirements 10
   
What are the additional personal trading requirements for investment professionals? 11
   
Gifts and entertainment 12
   
Outside activities 13
   
Client confidentiality 14
   
How we enforce our Code of Ethics 14
   
Closing 14

 

Before You Get Started: Accessing the Code of Ethics System

The Code of Ethics System is accessible through the Intranet under Applications or direct access: https://wellmanage.ptaconnect.com/pta/pages/logon.jsp.

 

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Wellington Management

 

Code of Ethics

 

 

   

Standards of Conduct

 

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.

 

1) We act as fiduciaries to our clients. Each of us must put our clients’ interests above our own and must not take advantage of our management of clients’ assets for our own benefit. Our firm’s policies and procedures implement these principles with respect to our conduct of the firm’s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.

 

2) We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the Council of Europe’s Criminal Law Convention on Corruption. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.

 

Who Is Subject to the Code of Ethics?

 

Our Code of Ethics applies to all employees of Wellington Management, and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by our Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

 

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

 

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

 

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

 

General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

 

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Code of Ethics

 

 

 

Personal Investing

 

As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.

 

Which Types of Investments and Related Activities Are Prohibited?

 

Our Code of Ethics prohibits the following personal investments and investment-related activities:

 

· Purchasing or selling the following:
Initial public offerings (IPOs) of any securities
Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
Securities that are the subject of a firmwide restriction
Single-stock futures
Options with an expiration date that is within 60 calendar days of the transaction date
HOLDRS (HOLding Company Depositary ReceiptS)
Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades
Securities of any securities market or exchange on which the firm trades on behalf of clients
· Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.5% of the total shares outstanding of the issuer
· Taking a profit from any trading activity within a 60 calendar day window (see box for more detail)
· Using a derivative instrument to circumvent a restriction in the Code of Ethics

 

Short-Term Trading

You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code’s preclearance requirements.

 

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Code of Ethics

 

 

 

Which Investment Accounts Must Be Reported?

 

You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household,

AND

that holds or is capable of holding any of the following covered investments:

 

· Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)
· Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
· Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management
· Shares of exchange-traded funds (ETFs)
· Shares of closed-end funds
· Options on securities
· Securities futures
· Interest in private placement securities (other than Wellington Management Sponsored Products)
· Shares of funds managed by Wellington Management (other than money market funds)

 

Please see Appendix A for a detailed summary of reporting requirements by security type.

 

Web Resource: Wellington-Managed Fund List

An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds' rules on short-term trading of fund shares.

 

For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

 

Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.

 

Still Not Sure? Contact Us

If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

 

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Code of Ethics

 

 

  

Accounts Not Requiring Reporting

You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:

 

· Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee
· Accounts maintained directly with Wellington Trust Company or other Wellington Management Sponsored Products

 

Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.

 

Managed Account Exemptions

 

An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics’ personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.

 

Web Resource: Managed Account Letter

To request a managed account exemption, complete the Managed Account Letter available through the Code of Ethics System under Documents.

 

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Wellington Management

 

Code of Ethics

 

 

 

What Are the Reporting Responsibilities for All Personnel?

 

Initial and Annual Holdings Reports

 

You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.

 

For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

 

For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

 

At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

 

Non-volitional transactions include:

· Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions
· Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)

 

Duplicate Statements and Trade Confirmations

 

For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 9.

 

Web Resource: How to File Reports on the Code of Ethics System

Required reports must be filed electronically via the Code of Ethics System. Please see the Code of Ethics System’s homepage for more details.

 

Quarterly Transactions Reports 

You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

 

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Wellington Management

 

Code of Ethics

 

 

  

What Are the Preclearance Responsibilities for All Personnel?

 

Preclearance of Publicly Traded Securities

 

You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A . Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

 

Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

 

If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team.

 

Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

 

Web Resource: How to File a Preclearance Request

Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.

 

Caution on Short Sales, Margin Transactions, and Options

You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.

 

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Code of Ethics

 

 

 

Preclearance of Private Placement Securities

You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:

· an investment in the securities is likely to result in future conflicts with client accounts (e.g., upon a future public offering), and
· you are being offered the opportunity due to your employment at or association with Wellington Management.

 

If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.

 

To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products ), including collective investment funds and common trust funds maintained by Wellington Trust Company, NA, our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.

 

Web Resource: Private Placement Approval Form

To request approval for a private placement, complete the Private Placement Approval Form available through the Code of Ethics System under Documents.

 

Requests for Exceptions to Preclearance Denial, Other Trading Restrictions, and Certain Reporting Requirements

The Chief Compliance Officer may grant an exception from preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception to these restrictions, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.

 

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Code of Ethics

 

 

  

What Are the Additional Requirements for Investment Professionals?

 

If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio managers, backup portfolio managers, investment team members), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients’ interests first whenever you transact in securities that are also held in client accounts you manage.

 

The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.

 

· Investment Professional Blackout Periods –You cannot buy or sell a security for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, You may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.

 

If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the client’s best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team (by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 [x68330]) or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.


· Short Sales by an Investment Professional – An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.

 

11
 

 

Wellington Management

 

Code of Ethics

 

 

 

Gifts and Entertainment

 

Our guiding principle of “client, firm, self” also governs the receipt of gifts and entertainment from clients, consultants, brokers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

 

Accepting Gifts – You may only accept gifts of nominal value, which include promotional items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent. You may not accept a gift of cash, including a cash equivalent such as a gift certificate or a security, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

 

Accepting Entertainment Opportunities – The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, brokers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent, and you may participate only if: 

1) a representative of the hosting organization is present,
2) the primary purpose of the event is to discuss business or to build a business relationship, and
3) the opportunity meets the additional requirements below.

 

Lodging and Air Travel – You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management’s travel manager.

 

Additional Reimbursement Requirements – You must receive prior approval from your business manager and reimburse the host for the full face value of any entertainment ticket(s) if: 

· the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e.g., a major sporting event),
· you wish to accept more than one ticket, or
· the host has invited numerous Wellington Management representatives.

 

Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

 

Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present . Whenever possible, you should arrange for any required reimbursement prior to attending an entertainment event.

 

12
 

 

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Soliciting Gifts, Entertainment Opportunities, or Contributions – In your capacity as a partner or employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.

 

Sourcing Entertainment Opportunities – You may not request tickets to entertainment events from the firm’s Trading department or any other Wellington Management department, partner, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.

 

Outside Activities

 

While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients’ interests. As a result, all significant outside business or charitable activities (e.g., directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.

 

Officers of the firm can only seek additional employment outside of Wellington Management with the prior written approval of the Human Resources department. All new employees are required to disclose any outside employment to the Human Resources department upon joining the firm.

 

13
 

 

Wellington Management

 

Code of Ethics

 

 

 

Client Confidentiality

 

Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.

 

How We Enforce Our Code of Ethics

 

Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

 

It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

 

Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:

 

· a warning
· referral to your business manager, senior management, and/or the Managing Partners
· reversal of a trade or the return of a gift
· disgorgement of profits or of the value of a gift
· a limitation or restriction on personal investing
· a fine
· termination of employment
· referral to civil or criminal authorities

 

If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.

 

Closing

 

As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember “client, firm, self” is our most fundamental guiding principle.

 

14
 

 

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Code of Ethics

 

 

 

Appendix A – Part 1

 

No Preclearance or Reporting Required: 

· Open-end investment funds not managed by Wellington Management 1
· Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management
· Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom
· Cash
· Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents 2
· Bankers’ acceptances, CDs, commercial paper
· Wellington Trust Company Pools
· Wellington Sponsored Hedge Funds
· Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives
· Options, forwards, and futures on commodities and foreign exchange, and associated derivatives
· Transactions in approved managed accounts

 

Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period): 

· Open-end investment funds managed by Wellington Management 1 (other than money market funds)
· Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management
· Futures and options on securities indices
· ETFs listed in Appendix A – Part 2 and derivatives on these securities
· Gifts of securities to you or a reportable account
· Gifts of securities from you or a reportable account
· Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)

 

Preclearance and Reporting of Securities Transactions Required: 

· Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
· Stock (common and preferred) or other equity securities, including any security convertible into equity securities
· Closed-end funds
· ETFs not listed in Appendix A – Part 2
· American Depositary Receipts
· Options on securities (but not their non-volitional exercise or expiration)
· Warrants
· Rights
· Unit investment trusts

 

15
 

 

Wellington Management

 

Code of Ethics

 

 

 

Prohibited Investments and Activities: 

· Initial public offerings (IPOs) of any securities
· HOLDRS (HOLding Company Depositary ReceiptS)
· Single-stock futures 1
· Options expiring within 60 days of purchase
· Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
· Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
· Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
· Securities on the firmwide restricted list
· Profiting from any short-term (i.e., within 60 days) trading activity
· Securities of broker/dealers or their affiliates with which the firm conducts business
· Securities of any securities market or exchange on which the firm trades
· Using a derivative instrument to circumvent the requirements of the Code of Ethics

 

 

This appendix is current as of April 1, 2010, and may be amended at the discretion of the Ethics Committee.

1 A list of funds advised or subadvised by Wellington Management (“Wellington-Managed Funds”) is available online via the Code of Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed Fund.

2 If the instrument is unrated, it must be of equivalent duration and comparable quality.

 

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Code of Ethics

 

 

 

Appendix A – Part 2 

ETFs Approved for Personal Trading Without Preclearance (but Requiring Reporting)

 

All regional/country exchange share listings of ETFs listed are also approved

This is a partial list. The complete and up-to-date list is available on the Code of Ethics System on the Intranet.

 

Ticker Name
United States: Equity  
AAXJ iShares MSCI All COUNTRY ASIA
ACWI iShares MSCI ACWI Index Fund
BRF Market Vectors Brazil Small-CA
DIA DIAMONDS Trust SERIES I
DVY iShares DJ Select Dividend
ECH iShares MSCI Chile Investable
EEB Claymore/BNY BRIC ETF
EEM iShares MSCI EMERGING MKT IN
EFA iShares MSCI EAFE INDEX FUND
EFG iShares MSCI EAFE GROWTH INX
EFV iShares MSCI EAFE VALUE INX
EPI Wisdomtree India Earnings Fund
EPP iShares MSCI PACIFIC EX JPN
EWA iShares MSCI AUSTRALIA INDEX
EWC iShares MSCI CANADA
EWG iShares MSCI GERMANY INDEX
EWH iShares MSCI HONG KONG INDEX
EWJ iShares MSCI JAPAN INDEX FD
EWM iShares MSCI MALAYSIA
EWS iShares MSCI SINGAPORE
EWT iShares MSCI TAIWAN INDEX FD
EWU iShares MSCI UNITED KINGDOM
EWY iShares MSCI SOUTH KOREA IND
EZU iShares MSCI EMU
FXI iShares FTSE/XINHUA CHINA 25
GDX Market Vectors Gold Miners
GDXJ Market Vectors Gold Miners Min
IBB iShares NASDAQ BIOTECH INDX
ICF iShares COHEN & STEERS RLTY

 

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Code of Ethics

 

 

 

IEV iShares S&P EUROPE 350
IGE iShares GOLDMAN SACHS NAT RE
IJH iShares S&P Midcap 400
IJJ iShares S&P Midcap 400/VALUE
IJK iShares S&P Midcap 400/GRWTH
IJR iShares S&P SmallCap 600
IJS iShares S&P SmallCap 600/VAL
IJT iShares S&P SmallCap 600/GRO
ILF iShares S&P Latin Amer 40 IDX
INP iPath MSCI India Index ETN
IOO iShares S&P GLOBAL 100
IVE iShares S&P 500 VALUE INDEX
IVV iShares S&P 500 INDEX FUND
IVW iShares S&P 500 GROWTH INDEX
IWB iShares Russell 1000 INDEX
IWD iShares Russell 1000 VALUE
IWF iShares Russell 1000 GROWTH
IWM iShares Russell 2000
IWN iShares Russell 2000 VALUE
IWO iShares Russell 2000 GROWTH
IWP iShares Russell Midcap GRWTH
IWR iShares Russell Midcap INDEX
IWS iShares Russell Midcap VALUE
IWV iShares Russell 3000 INDEX
IXC iShares S&P GLBL ENERGY SECT
IYR iShares DJ US REAL ESTATE
IYW iShares DJ US TECHNOLOGY SEC
MDY Midcap SPDR Trust SERIES 1
MOO Market Vectors AGRIBUSINESS
OEF iShares S&P 100 INDEX FUND
PBW PowerShares WILDERHILL CLEAN ENERGY
PFF iShares S&P PREF STK INDX FN
PGX Powershares Preferred Portfolio
PHO PowerSharesGLOBAL WATER
QID ProShares UltraShort QQQ
QLD ProShares Ultra QQQ
QQQ PowerShares QQQ
RSP Rydex S&P EQUAL WEIGHT ETF

 

18
 

 

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RSX Market Vectors RUSSIA ETF
RWM ProShares Short Russell 2000
RWR DJ Wilshire REIT ETF
RWX SPDR DJ WILS INTL RE
SCZ iShares MSCI EAFE Small Cap In
SDS ProShares UltraShort S&P500
SDY SPDR Divident ETF
SH ProShares Short S&P500
SKF ProShares UltraShort FINANCIALS
SPY SPDR Trust SERIES 1
SRS UltraShort REAL ESTATE ProShares
SSO ProShares Ultra S&P500
TWM UltraShort Russell2000 ProShares
UWM ProShares Ultra Russell2000
UYG ProShares Ultra FINANCIALS
VB Vanguard SMALL-CAP ETF
VBK Vanguard SMALL-CAP GRWTH ETF
VBR Vanguard SMALL-CAP VALUE ETF
VEA Vanguard EUROPE PACIFIC ETF
VEU Vanguard FTSE ALL-WORLD EX-U
VGK Vanguard EUROPEAN ETF
VIG Vanguard DIVIDEND APPREC ETF
VNQ Vanguard REIT ETF
VO Vanguard MID-CAP ETF
VPL Vanguard PACIFIC ETF
VTI Vanguard TOTAL STOCK MKT ETF
VTV Vanguard VALUE ETF
VUG Vanguard GROWTH ETF
VV Vanguard LARGE-CAP ETF
VWO Vanguard EMERGING MARKET ETF
VXX iPath S&P 500 VIX
XLB MATERIALS Select SECTOR SPDR
XLE ENERGY Select SECTOR SPDR
XLF FINANCIAL Select SECTOR SPDR
XLI INDUSTRIAL Select SECT SPDR
XLK TECHNOLOGY Select SECT SPDR
XLP CONSUMER STAPLES SPDR
XLU UTILITIES Select SECTOR SPDR

 

19
 

 

Wellington Management

 

Code of Ethics

 

 

 

XLV HEALTH CARE Select SECTOR
XLY CONSUMER DISCRETIONARY Select SPDR
XME SPDR S&P Metals & Mining ETF
XOP S&P Oil & Gas Expland Prod
   
United States: Fixed Income  
AGG iShares Lehman AGG BOND FUND
BIV Vanguard Intermediate-Term Bon
BSV Vanguard Total Bond Market
BOND PIMCO Total Return Bond ETF
BSV Vanguard Short-Term Bond ETF
BWX SPDR barclays Int Trea Bnd ETF
BZF Wisdomtree Brazilian Real Fund
CYB Wisdomtree Dreyfus China Yuan Fund
ELD Wisdomtree Emerging Markets Bond ETF
EMB JPM Emerging Markets Bond ETF
HYG iShares IBOXX H/Y CORP BOND
IEF iShares Lehman 7-10YR TREAS
IEI iShares Lehman 3-7 YEAR TREASURY
JNK SPDR Barclays Capital High Yield Bond ETF
LQD iShares GS$ INVESTOP CORP BD
MBB iShares MBS Bond Fund
MUB iShares S&P National Municipal Bond Fund
PCY Powershares EM MAR SOV DE PT
PST ProShares UltraShort Lehman 7-10 Year Treasury
SHY iShares Lehman 1-3YR TRS BD
TBF ProShares Short 20+ Treasury
TBT UltraShort Lehman 20+ Year Treasury ProShares
TIP iShares Lehman TRES INF PR S
TLT iShares Lehman 20+ YR TREAS
VCSH Vanguard Short-Term Corporate
   
United States: Commodity Trusts and ETNs  
AMJ JPMorgan Alerian MLP Index ETN
CORN Corn ETF
COW iPath DJ-AIG Livestock TR Sub-Index
DBA Powershares DB Agriculture Fund
DBB Powershares DB Base Metals Fund
DBC Powershares DB Commodity Index
DBE Powershares DB Energy Fund

 

20
 

 

Wellington Management

 

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DBO Powershares DB Oil Fund
DBP Powershares DB Precious Metals Fund
DGZ Powershares DB Gold Short ETN
DJP iPath Dow Jones - AIG Commodity
DNO Unicted States Short Oil Fund L
GAZ iPath DJ-AIG Natural Gas TR Sub-Index
GLD StreetTRACKS Gold Fund
GLL UltraShort Gold
GSG iShares S&P GSCI Commodity Index
JJA iPath DJ-AIG Agriculture TR Sub-Index
JJC iPath DJ-AIG Copper TR Sub-Index
JJE iPath DJ-AIG Energy TR Sub-Index
JJG iPath DJ-AIG Grains TR Sub-Index
JJM iPath DJ-AIG Industrial Metals TR Sub-Index
JJN iPath DJ-AIG Nickel TR Sub-Index
JJS iPath DJ-AIG Softs TR Sub-Index
JJU iPath DJ-AIG Aluminum TR Sub-Index
SGG iPath DJ-UBS Sugar Subindex TR
SLV iShares Silver Trust
UCO Ultra DJ-AIG Crude Oil
UGA United States Gasoline Fund
UGL Ultra Gold
UHN United States Heating Oil Fund
UNG United States Natural Gas Fund
USO United States Oil Fund
ZSL UltraShort Silver
   
United States: Currency Trusts  
DBV Powershares DB G10 Currency Harvest Fund
EUO UltraShort Euro
FXA Australian Dollar
FXB British Pound
FXC Canadian Dollar
FXE Euro
FXF Swiss Franc
FXM Mexican Peso
FXS Swedish Krona
FXY Japanese Yen
UDN Powershares DB US Dollar Bearish Fund

 

21
 

 

Wellington Management

 

Code of Ethics

 

 

 

UUP Powershares DB US Dollar Bullish Fund
YCS UltraShort Yen
   
Australia: Equity  
STW.AX S&P/ASX 200 Index
   
England: Equity  
EUN LN iShares DJ STOXX 50
IEEM LN iShares MSCI EMERGING MKTS
FXC LN iShares FTSE/XINHUA CHINA 25
IJPN LN iShares MSCI JAPAN FUND
ISF LN iShares PLC-ISHARES FTSE 100
IUSA LN iShares S&P 500 INDEX FUND
IWRD LN iShares MSCI WORLD
   
England: Fixed Income  
IEBC LN iShares Barclays Capital Euro
   
Hong Kong: Equity  
2800 HK TRACKER FUND OF HONG KONG
2823 HK iShares A50 CHINA TRACKER
2827 HK WISE - CSI 300 CHINA TRACKER
2828 HK HANG SENG H-SHARE IDX ETF
2833 HK HANG SENG INDEX ETF
   
Japan: Equity  
1305 JP DAIWA ETF = TOPIX
1306 JP  NOMURA ETF - TOPIX
1308 JP  NIKKO ETF - TOPIX
1320 JP  DAIWA ETF – NIKKEI 225
1321 JP  NOMURA ETF – NIKKEI 225
1330 JP NIKKO ETF – 225

 

22
 

 

Wellington Management

 

Code of Ethics

 

 

 

This appendix is current as of 23 June 2014, and may be amended at the discretion of the Ethics Committee.

 

23

 

Exhibit (p)(17)

 

CODE OF ETHICS

 

Western Asset Income Fund

Western Asset Management Company

Western Asset Management Company Limited

Western Asset Management Company Pte. Ltd.

Western Asset Funds, Inc.

Western Asset Premier Bond Fund

Western Asset/Claymore Inflation-Linked Securities & Income Fund

Western Asset/Claymore Inflation-Linked Opportunities & Income Fund

 

Revised November 1, 2013

 

 
 

 

TABLE OF CONTENTS

 

What are the Objectives and Spirit of the Code? 3
Who is Subject to the Code? 5
Who Administers the Code? 7
Fiduciary Duty to Clients and Funds 9
Reporting of Personal Trading 11
Preclearance Process for Personal Trading 16
·       What Trades Must Be Precleared? 16
·       What Trades are Not Required to be Precleared? 17
·       How does the Preclearance Process Work?   19
Personal Trading Restrictions 20
·       Holding Periods 20
·       Blackout Periods 21
·       Preclearance Sought in Good Faith 21
Requirements for Fund Directors 22

 

2
 

 

What ARE the objectIVES and spirit of the code?

 

Adoption of Code of Ethics by Western Asset and the Funds. Western Asset Management Company, Western Asset Management Company Pte. Ltd. and Western Asset Management Company Limited (referred to generally as “Western Asset”) act as fiduciaries and, as such, are entrusted to act in the best interests of all clients, including investment companies. Accordingly, Western Asset has adopted this Code of Ethics in order to ensure that employees uphold their fiduciary obligations and to place the interests of clients, including the Funds, before their own.

 

In addition, Western Asset Income Fund, Western Asset Premier Bond Fund, Western Asset Funds, Inc., Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore Inflation-Linked Opportunities & Income Fund (referred to generally as the “Funds”) have also adopted this Code of Ethics in order to ensure that persons associated with the Funds, including Directors/Trustees (“Directors”), honor their fiduciary commitment to place the interests of the Funds before their own.

 

Regulatory Requirement. The Investment Company Act of 1940 requires each investment company ( i.e., the Funds), as well as its investment adviser and principal underwriter, to adopt a code of ethics. In addition, the Investment Advisers Act of 1940 requires each investment adviser ( i.e., Western Asset) to adopt a code of ethics. Both Acts also require that records be kept relating to the administration of the Code of Ethics. This Code of Ethics shall be read and interpreted in a manner consistent with these Acts and their related rules.

 

Compliance with Applicable Law. All persons associated with Western Asset are obligated to understand and comply with their obligations under applicable law. Among other things, laws and regulations make clear that it is illegal to defraud clients and Funds in any manner, mislead clients or Funds by affirmative statement or by omitting a material fact that should be disclosed, or to engage in any manipulative conduct with respect to clients, Funds, or the trading of securities.

 

Confidential Information. All persons associated with Western Asset and the Funds may be in a position to know about client identities, investment objectives, funding levels, and future plans as well as information about the transactions that Western Asset executes on their behalf and the securities holdings in their accounts. All this information is considered confidential and must not be shared unless otherwise permitted.

 

Avoiding Conflicts of Interest. Neither Western Asset employees nor Fund Directors may take advantage of their knowledge or position to place their interests ahead of Western Asset clients or the Funds, as the case may be. Different obligations may apply to different persons under this Code of Ethics, but this duty includes an obligation not to improperly trade in personal investment accounts, as well as an obligation to maintain complete objectivity and independence in making decisions that impact the management of client assets, including the Funds. Western Asset employees and Fund Directors must disclose all material facts concerning any potential conflict of interest that may arise to the Funds’ Chief Compliance Officer or the Western Asset Chief Compliance Officer, as appropriate.

 

3
 

 

Upholding the Spirit of the Code of Ethics. The Code of Ethics sets forth principles and standards of conduct, but it does not and cannot cover every possible scenario or circumstance. Each person is expected to act in accordance with the spirit of the Code of Ethics and their fiduciary duty. Technical compliance with the Code of Ethics is not sufficient if a particular action or series of actions would violate the spirit of the Code of Ethics.

 

Western Asset Compliance Policies and Procedures. In addition to the Code of Ethics, Western Asset has established policies and procedures that are designed to address compliance requirements and conflicts and potential conflicts of interest not related to personal trading. Employees have an obligation to follow Western Asset’s compliance policies and procedures.

 

4
 

 

WHO IS SUBJECT TO THE CODE?

 

While the spirit and objectives of the Code generally are the same for each person covered by the Code of Ethics, different specific requirements may apply to different categories of people. Western Asset and the Funds have both adopted the Code of Ethics, and the requirements for Western Asset employees differ from those for Fund Directors. You must understand what category or categories apply to you in order to understand which requirements you are subject to.

 

Western Asset Employees, Officers and Directors. As a condition of employment, all Western Asset employees, officers and directors (generally referred to as “Western Asset employees”) must read, understand and agree to comply with the Code of Ethics. You have an obligation to seek guidance or take any other appropriate steps to make sure you understand your obligations under the Code of Ethics. On an annual basis, you are required to certify that you have read and understand the Code of Ethics and agree to comply.

 

Western Asset Independent Contractors. Independent contractors may be subject to the Code of Ethics depending on the length of time with Western Asset, the nature of the engagement and the access to information. If designated, you are required to comply with the Code of Ethics and make all the required certifications. All independent contractors are still obliged to observe obligations of confidentiality and other terms of their engagements.

 

Directors of the Funds. The Code of Ethics applies to interested Directors of the Funds who are also Western Asset employees or otherwise interested persons because of their business affiliations with Western Asset. Interested Directors who are also employees or are otherwise interested persons because of their business affiliations with Legg Mason or Guggenheim are subject to the Legg Mason and Guggenheim Codes of Ethics, respectively.

 

· What are the “Funds”?

 

o Western Asset Funds, Inc.
o Western Asset Income Fund
o Western Asset Premier Bond Fund
o Western Asset/Claymore Inflation-Linked Securities & Income Fund
o Western Asset/Claymore Inflation-Linked Opportunities & Income Fund.

 

· If a Director is considered to be an “interested person” of a Fund, its investment adviser or principal underwriter within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, then he or she is considered an Interested Director.

 

· If a Director is not considered to be an “interested person,” then he or she is considered to be a Disinterested Director.

 

· If you are both a Fund Director and an employee of Western Asset, you are subject to the requirements that apply to you as an employee of Western Asset, as applicable.

 

5
 

 

· Western Asset Interested Directors are subject to those requirements forth in the Section below titled “Requirements for Fund Directors.”

 

Access Persons. Western Asset employees and Fund Officers and Directors are considered “Access Persons” because they may have access to information regarding investment decisions, transactions and holdings. Other people may also be considered to be “Access Persons” and subject to the same requirements as Western Asset employees including the following:

 

· Any natural person that has the power to exercise a controlling influence over the management and policies of Western Asset or the Funds and who obtains information concerning recommendations made to a client account, including a Fund, with regard to the purchase or sale of a security.

 

· Any person who provides advice on behalf of Western Asset and is subject to Western Asset’s supervision and control.

 

· Any other such person as the Chief Compliance Officer of Western Asset or the Funds designate.

 

Investment Persons. If you are a Western Asset employee and you also make recommendations or investment decisions on behalf of Western Asset as part of your regular functions or duties, or you make or participate in making recommendations regarding the purchase or sale of securities for a Western Asset client or account, you are considered an “Investment Person.” Investment Persons are subject to all the requirements of Western Asset employees, but also must comply with additional restrictions due to their knowledge and involvement with investment decisions Western Asset is considering or planning for the future.

 

Other Codes of Ethics. If you are an Access Person under this Code, but you are employed principally by affiliates of Western Asset and you are subject to a Code of Ethics that complies with applicable law, you are subject to the relevant provisions of the Code of Ethics of your principal employer and not subject to this Code.

 

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WHO ADMINISTERS THE CODE?

 

Western Asset Operations Committee:

 

· Responsibilities. The Western Asset Operations Committee has ultimate responsibility for the Code of Ethics. The Operations Committee shall review and approve or deny any changes or proposed changes to the Code of Ethics. The Operations Committee shall also receive periodic reports from the Legal and Compliance Department regarding violations of the Code of Ethics. The Operations Committee shall determine the appropriate policy with respect to sanctions for Code of Ethics violations. The Operations Committee may delegate the administration of this Code of Ethics to other individuals or departments, including the power to impose sanctions for particular violations according to the framework approved by the Committee.

 

· Interpretation: The Operations Committee is the final arbiter of questions of interpretation under this Code of Ethics.

 

Western Asset Chief Compliance Officer:

 

· Receipt of Violations. The Chief Compliance Officer (known as the “CCO”) for Western Asset is the person designated to receive all violations of the Code of Ethics. If a Western Asset employee becomes aware of a violation of this Code of Ethics or a violation of applicable law, they have an obligation to report the matter promptly to the CCO.

 

· Review of Violations. The Western Asset CCO must review all violations of the Code of Ethics and oversee any appropriate investigation and subsequent response with respect to Western Asset.

 

Chief Compliance Officer for the Funds:

 

· Responsibilities. The Chief Compliance Officer for the Funds is responsible for overseeing the administration of the Funds’ compliance policies and procedures.

 

· Reporting of Violations. All violations of the Funds’ Code of Ethics must be reported to the Funds’ Chief Compliance Officer. To the extent that a violation involves a Fund Director, the Funds’ CCO shall oversee any appropriate investigation and subsequent response with respect to the Funds.

 

Sanctions for Violations of the Code of Ethics:

 

· If you violate the Code of Ethics, you may be subject to sanctions. Violations may take a variety of forms, depending on the facts and circumstances and should reflect the nature of the violation, the risk to clients and other similar factors.

 

· In evaluating a violation, a variety of factors may be considered including any evidence of a violation of the law, potential or actual harm to client interests, evidence of fraud, neglect or indifference to the Code of Ethics, frequency of violations, prior violations, and cooperation or mitigation efforts of the employee.

 

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· Sanctions may include any of the following types of sanctions or such other sanctions as may be deemed appropriate:

 

o Verbal or written warnings
o Written warnings with copies to the employee’s supervisor and/or personnel file
o Limits on personal trading activities, such as limits on the ability to trade or open new positions
o Requirements to disgorge profits and/or reverse trades
o Referrals to Human Resources for disciplinary action
o Terminations

 

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FIDUCIARY DUTY TO CLIENTS AND FUNDS

 

Comply with Applicable Law. A variety of securities laws, including those described in this Code of Ethics, apply to the operation of Western Asset and the Funds. It is your responsibility to understand your obligations under these laws and to comply with those requirements. You have an obligation to seek assistance from the Legal and Compliance Department if you are unsure of what your obligations are under this Code of Ethics.

 

Fiduciary Duty. As a fiduciary for Western Asset clients, including the Funds, you have an obligation to act in clients’ best interests. You must scrupulously avoid serving your personal interests ahead of the interests of clients and the Funds. That includes making sure that client interests come first and that you avoid any potential or actual conflicts of interest. That fiduciary duty extends to all aspects of the business. Conflicts and potential conflicts can arise in a variety of situations. You may have information regarding clients, their investment strategies, strategic plans, assets, holdings, transactions, personnel matters and other information. This information may not be communicated in any manner to benefit yourself or other persons. This obligation extends to avoiding potential conflicts between client accounts as well. You may not inappropriately favor the interests of one client over another.

 

Compliance with the Code of Ethics. All new staff are provided with a copy of this Code of Ethics upon joining the Firm and the current version is posted on the Firm’s intranet.  From time to time, the Firm may revise the Code of Ethics and you will be provided with a copy of any such amendments to the Code.  On an annual basis and when the Code of Ethics is amended, you will be required to acknowledge in writing that you have received, understand and agree to comply with the Code of Ethics.

 

Personal Interests. As a general matter, you may not improperly take personal advantage of your knowledge of recent, pending or intended securities activities for clients, including the Funds. In addition, you may not improperly take advantage of your position to personally gain at the expense of the interests of Western Asset, clients, or the Funds.

 

Maintaining the Best Interests of Clients. The provisions of this Code of Ethics address some of the ways in which you are expected to uphold the fiduciary duty to clients and the Funds. It is not an exclusive list.

 

Confidentiality. Unless otherwise permitted, information regarding clients or their accounts may not be shared with persons outside of the Firm, such as vendors, family members, or market participants. In particular, information regarding the trading intentions of clients or Western Asset on behalf of its clients may not be shared.

 

Personal trading:

 

· A potential conflict exists between the interests of clients (including the Funds) and your personal investment activities. This conflict may take shape in a variety of ways, including the particular trades you execute and the volume of trading you do.

 

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· You may not engage in an excessive volume of trading in your personal accounts. High volumes of personal trading may raise concerns that your energies and interests are not aligned with client interests.

 

· Depending on the particular security that you choose to buy, a holding period may also apply that requires you to hold that security for a minimum period of time.

 

· At all times, you have an obligation to refrain from personally trading to manipulate the prices of securities and trading on material non-public information.

 

· Given the potential conflict that exists between client transactions, holdings and intentions and your personal trading activity, the Code of Ethics contains detailed requirements regarding your personal conduct and the monitoring of your personal trading activity. The remaining sections of the Code of Ethics provide guidance on the requirements that must be followed in connection with your personal trading activity.

 

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REPORTING OF PERSONAL TRADING

 

You must provide information regarding your personal investment accounts as required under this Code of Ethics. Reporting obligations take effect at the inception of your involvement with Western Asset or a Fund, and continue on a monthly, quarterly and annual basis. As with other provisions of the Code of Ethics, you are expected to understand and comply with the obligations that apply to you. (Applicable provisions for Western Asset Interested Directors are described more fully below in the Section titled “Requirements for Fund Directors.”)

 

In order to monitor potential conflicts of interest and your compliance with the Code, Western Asset employees and Interested Directors must identify investment accounts and provide information on particular securities transactions in those accounts.

 

Western Asset Management Company employees ( i.e., those located in the Pasadena and New York offices) must maintain personal brokerage accounts only with brokers approved by the Firm. New hires must transfer their accounts within 90-days of hire. The criterion for broker approval is whether a broker is willing and able to provide electronic feeds to Western Asset for purposes of monitoring and administration of the Code of Ethics and Western Asset’s systems can effectively accommodate the electronic feeds. A list of approved brokers shall be published by the Legal and Compliance Department for reference by employees. Limited exceptions may be granted by the General Counsel or Chief Compliance Officer in such cases as may be necessary or prudent on a case by case basis (such as for accounts of family members of employees).

 

Which investment accounts do Western Asset employees and Western Asset Interested Directors need to report?

 

Report any of the following investment accounts:

 

· Any investment account with a broker-dealer or bank in which you have a direct or indirect interest, including accounts that are yours or that you share jointly with another person. This includes joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations.

 

o This requirement generally will cover any type of brokerage account opened with a broker-dealer or bank.

 

o You must also report any Individual Retirement Account (“IRA”) held with a broker-dealer or bank.

 

· Any investment account with a broker-dealer or bank over which you have investment decision-making authority (including accounts you are named on, such as being a guardian, executor or trustee, as well as accounts you are not named on, such as an account owned by another person for which you have been granted trading authority).

 

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· Any investment account with a broker-dealer or bank established by partnership, corporation, or other entity in which you have a direct or indirect interest through any formal or informal understanding or agreement.

 

· Any college savings account in which you hold securities issued under Section 529 of the Internal Revenue Code and in which you have a direct or indirect interest.

 

· Any other account that the Western Asset Operations Committee or its delegate deems appropriate in light of your interest or involvement.

 

· You are presumed to have investment decision-making authority for, and therefore must report, any investment account of a member of your immediate family if they live in the same household as you. (Immediate family includes a spouse, child, grandchild, stepchild, parent, grandparent, sibling, mother or father-in-law, son or daughter in-law, or brother or sister in-law.) You may rebut this presumption if you are able to provide Western Asset with satisfactory assurances that you have no material interest in the account and exercise no control over investment decisions made regarding the account. Consult with the Legal and Compliance Department for guidance regarding this process.

 

Do not report any of the following accounts:

 

· Do not report investment accounts that are not held at a broker-dealer or bank that permit investments only in shares of open-end investment companies or funds:

 

o Do not report such an investment account if the account holds only shares in money market funds.

 

o Do not report such an investment account if you only invest in open-end funds not advised or sub-advised by Western Asset or a Legg Mason affiliate. If you begin investing in open-end funds advised or sub-advised by Western Asset or an affiliate, you must report the investment account.

 

· Do not report any 401(k), 403(b) or other company sponsored retirement accounts unless there is trading activity in funds advised or sub-advised by Western Asset or an affiliate. The list is available from the Legal and Compliance Department. Note: If you have a Legg Mason 401(k) account, no additional reporting is required, but you are subject to the holding period requirements described in the Section below titled “Personal Trading Restrictions.”

 

What reports are Western Asset employees and Western Asset Interested Directors required to provide?

 

At hire: What information is required when you are hired or become a Western Asset employee or a Western Asset Interested Director of a Fund?

 

· You must report all of your investment accounts. (See information above for more detail on which accounts must be reported.)

 

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· The report must either include copies of statements or the name of the broker, dealer or bank, title on the account, security names, and the number of shares and principal amount of all holdings.

 

· You must sign and date all initial reports.
· You must report required information within 10 calendar days from the date of hire or the date on which you become a Western Asset employee or Western Asset Interested Director.

 

· All the information that you report must be no more than 45 days old.

 

· The Legal and Compliance Department will attempt to arrange with your brokerage firm to receive duplicate confirmations and statements to enable the firm to monitor your trading activities, but your assistance may be required.

 

Electronic Confirmations and Statements: T he Western Asset Legal and Compliance Department will attempt to arrange to receive duplicate copies of transaction confirmations and account statements for each investment account directly from each financial institution with whom you have reported having an investment account. To the extent that Western Asset is able to directly obtain such information, you will not be required to separately provide the information described below for quarterly or annual transaction reports. Your assistance may be required for information Western Asset does not have or is not able to obtain otherwise, which may include providing statements to Western Asset yourself or coordinating with your financial institution to send confirmations and statements to Western Asset.

 

Quarterly Transaction Reports: What information is required on a quarterly basis?

 

· You must report all transactions in covered securities in which you have a direct or indirect beneficial interest during a quarter to the Legal and Compliance Department within 30 days after quarter end, regardless of whether the account is required to be reported as described above.

 

o What are “covered securities”? “Covered securities” are any security as defined by the Investment Advisers Act of 1940, Investment Company Act of 1940, any financial instrument related to a security, including fixed income securities, any equity securities, any derivatives on fixed income or equity securities, ETFs, closed-end mutual funds, and any open-end mutual funds managed, advised or sub-advised by Western Asset or an affiliate.

 

o “Covered securities” does not include obligations of the US government, bankers acceptances, bank certificates of deposit, commercial paper and high quality short term debt instruments such as repurchase agreements and other instruments as described below in the Section titled “What Trades are Not Required to be Precleared?”

 

· The report shall state the title and number of shares, the principal amount of the security involved, the interest rate and maturity date if applicable, the date and nature of the transaction, the price at which the transaction was effected and the name of the broker, dealer or bank with or through whom the transaction was effected.

 

· The report must also include the date it was submitted.

 

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· You may not be required to file a quarterly report if the Legal and Compliance Department received duplicate copies of your broker confirmations and statements within the 30 day time period. From time to time, however, the Legal and Compliance Department may not receive all duplicate statements from brokers or may not receive them on a timely basis. In those cases, you will be notified by the Legal and Compliance Department and you have an obligation to provide copies of the statements or report all transactions you execute during the quarter in some other form.

 

· If you have no investment accounts or executed no transactions in covered securities, you may be asked to confirm that you had no investment activity (either independent of an account or in a newly opened account).

 

Annual Holdings Reports: What information is required on an annual basis?

 

· You must provide a list of all covered securities in which you have a direct or indirect interest, including those not held in an account at a broker-dealer or bank. The list must include the title, number of shares and principal amount of each covered security. Copies of investment account statements containing such information are sufficient.

 

· You must report the account number, account name and financial institution for each investment account with a broker-dealer of bank for which you are required to report.

 

· While the Western Asset Legal and Compliance Department may be receiving duplicate statements and confirmations for your investment accounts, this annual reporting requirement is intended to serve as a check to make sure that all of Western Asset’s information is accurate and current.

 

· The information in the annual report must be current as of a date no more than 45 days before the report is submitted and the annual report must include the date it was submitted to the Western Asset Legal and Compliance Department.

 

· You also must certify annually that you have complied with the requirements of this Code of Ethics and that you have disclosed or reported all transactions and holdings required to be disclosed or reported pursuant to the requirements of this Code.

 

New Investment Accounts: When do I need to report new investment accounts that are required to be reported under the Code of Ethics?

 

· After you open an account or after you assume a role or obtain an interest in an account that requires reporting (as discussed in the Section titled “Reporting of Personal Trading”), you have 30 calendar days after the end of the quarter to report the account.

 

· You must report the title of the account, the name of the financial institution for the account, the date the account was established (or the date on which you gained an interest or authority that requires the account to be reported) and the date reported.

 

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Additional Reporting for Certain Persons. What additional reporting obligations exist for Directors and Officers of Closed-End Investment Companies, officers or Western Asset, or designated members of the Western Asset Investment Strategy Group?

 

· Section 16 of the Securities Exchange Act of 1934 requires Directors and Officers of any closed-end investment company to report to the Securities and Exchange Commission changes in their personal ownership of that closed-end investment company’s stock. Note that reporting is not required for all close-end investment companies, but only the shares of those closed-end funds for which a person serves as a director or officer.

 

· In addition, Section 16 requires Western Asset officers and designated members of the Western Asset Investment Strategy Group to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months. Under Section 16, holding periods operate on a “last in, first out” methodology, so the six month holding period for all holdings re-sets with each new purchase. Such persons should consult the Western Asset Legal and Compliance Department for further guidance regarding specific provisions of the law, including applicable reporting requirements

.

· If provided with the necessary information, the Western Asset Legal and Compliance Department will assist and make the filings with the Securities and Exchange Commission on your behalf.

 

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PRECLEARANCE PROCESS FOR PERSONAL TRADING

 

Before you execute a personal trade, the trade may need to be precleared to ensure that there is no conflict with Western Asset’s current trading activities on behalf of its clients (including the Funds). All Western Asset employees are required to preclear trades in securities except as provided below.

 

What trades must be precleared?

 

Any Security (unless excluded below). You must preclear trades in any security, which means any bond, stock, debenture, certificate of interest or participation in any profit sharing venture, warrant, right and generally anything that meets the definition of “security” under the Investment Advisers Act of 1940 and the Investment Company Act of 1940. Except for money market instruments and G-7 government direct obligations, all fixed income securities must be precleared.

 

Restricted List. You are required to preclear the securities of any issuer that are listed on the Western Asset restricted list.

 

Common Stocks. You are only required to preclear publicly traded common stocks if the issuer of the common stock is listed on the Western Asset restricted list. Restrictions also apply to investments in private placements (including private funds) or initial public offerings (see discussion below). Preclearance is not required, however, for trading in stocks issued by Legg Mason as long as all other restrictions regarding Legg Mason securities such as restricted periods are followed.

 

Stocks of Brazilian Issuers. You must preclear all Brazilian equity trades except trades of a de minimis amount ( i.e., trades of 500 shares or less per day for any issuer with a market capitalization in excess of USD$10 billion). This preclearance requirement includes both common and preferred shares as well as local shares and GDR/ADR securities.

 

Derivatives. Trades in any financial instrument related to a security that is required to be pre-cleared, including options on securities, futures contracts, single stock futures, options on futures contracts and any other derivative must be precleared.

 

Shares in any Affiliated Open or Closed-end Mutual Fund or REIT . Preclearance is required if you purchase or sell shares of open-end or closed-end funds and/or REITs advised or sub-advised by Western Asset outside of your Legg Mason 401(k) participant account. This includes preclearance for such purchases or sales in a spouse’s retirement account. You are not required to preclear trades in your Legg Mason 401(k) participant account. Note: No preclearance is required for investments in any money market funds.

 

Systematic Investment Plans. Preclearance is required when executing an initial instruction for any purchases or sales that are made pursuant to a systematic investment or withdrawal plan involving a security that requires preclearance. For example, a systematic investment plan that regularly purchases shares of a Western Asset Fund would need to be precleared when the initial instruction was made, but not for each specific subsequent purchase. A systematic investment or withdrawal plan is one pursuant to which a prescribed purchase or sale will be automatically made on a regular, predetermined basis without affirmative action by the Access Person. As such, only the initial investment instruction (and any subsequent changes to the instruction) requires preclearance.

 

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Private Placement Securities. All Western Asset employees must preclear any trades in private placement securities ( i.e., any offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933) whether or not fixed income related. This requirement includes all private investment partnerships or funds such as hedge funds and private real estate holding partnerships.

 

Initial Public Offerings. Investment Persons are prohibited from participating in Initial Public Offerings, but other Western Asset employees may participate after obtaining preclearance.

 

529 College Savings Plans. Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code where the underlying investments are open-end funds advised or sub-advised by Western Asset or an affiliate. A list of such funds is available from the Legal and Compliance Department.

 

Transactions in Retirement Accounts and Deferred Compensation Plans. All purchases or sales of investment companies or funds advised or sub-advised by Western Asset in any retirement account other than your Legg Mason 401(k) participant account or Deferred Compensation Plan must be precleared. Note: Trades in your Legg Mason 401(k) account are not required to be precleared, but are subject to a 60-day holding period if they are Legg Mason funds or if they are advised or sub-advised by Western Asset.

 

Shares of Preferred Stock. You are required to preclear all transactions in shares of preferred stock.

 

What trades are not required to be precleared ?

 

Common Stocks. As long as the issuer of the securities is not listed on the Western Asset restricted list, you are not required to preclear publicly traded common stocks. All Western Asset employees are also required to preclear an equity security in the case of a private placement or an initial public offering (see discussion above).

 

Government Securities. Trades in any direct obligations of the U.S. Government or any G7 government are not required to be precleared.

 

High Quality Short-term Debt Instruments. High quality short term debt instruments including bankers acceptances, bank certificates of deposit, commercial paper, variable-rate demand notes, repurchase agreements and other high quality short-term debt instruments ( meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody’s) are not required to be precleared.

 

Money Market Funds. Trades in any investment company or fund that is a money market fund are not required to be precleared.

 

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Open-End Mutual Funds. Trades in open-end mutual funds that are not advised or sub-advised by Western Asset are not required to be precleared.

 

Closed-End Mutual Funds, Exchange Traded Funds (“ETFs”) and Real Estate Investment Trusts (“REITs”). Transactions of closed end mutual funds, ETFs and REITs are not required to be precleared unless they are advised by Western Asset.

 

Transactions Retirement Accounts and Deferred Compensation Plans. Purchases or sales of investment companies or funds in your Legg Mason 401(k) participant account or Deferred Compensation Plan are not required to be precleared. Note: Trades in your Legg Mason 401(k) account are not required to be precleared, but are subject to a holding period requirement if they are advised or sub-advised by Western Asset.

 

Systematic Investment Plans. Any purchases or sales that are made pursuant to a systematic investment or withdrawal plan that has previously been approved by a Preclearance Officer. A systematic investment plan is any plan where a sale or purchase will be automatically made on a regular, predetermined basis without your authorization for each transaction. The first instruction must be precleared, but each subsequent purchase is not required to be precleared unless changes are made to the terms of the standing order.

 

No Knowledge. Securities transactions where you have no knowledge of the transaction before it is completed (for example, a transaction effected by a Trustee of a blind trust or discretionary trades involving an investment partnership or investment club, when you are neither consulted nor advised of the trade before it is executed) are not required to be precleared.

 

Certain Corporate Actions. Any acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, exercise of rights or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities is not required to be precleared.

 

Options-Related Activity. Any acquisition or disposition of a security in connection with an option-related transaction that has been previously approved. For example, if you receive approval to write a covered call, and the call is later exercised, you are not required to obtain preclearance in order to exercise the call. Preclearance of a derivative of a security is required only if the underlying security requires preclearance.

 

Commodities, Futures and Options on Futures. Any transaction involving commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks) and options on futures. Preclearance is required for any single issuer derivatives, such as single stock futures.

 

529 College Savings Plans. Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code, unless the underlying investment includes open-end funds advised or sub-advised by Western Asset or an affiliate.

 

Miscellaneous. Any transaction in any other securities as the Western Asset Chief Compliance Officer may designate on the grounds that the risk of abuse is minimal or non-existent.

 

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How does THE preclearance process work?

 

Understand the Preclearance requirements. Review the Section above titled “Preclearance Process for Personal Trading” to determine if the security requires preclearance.

 

Trading Authorization Form. Obtain and complete a Trading Authorization Form.

 

Submission for approval. Submit the completed form to a Preclearance Officer for a determination of approval or denial. The Chief Compliance Officer shall designate Preclearance Officers to consider requests for approval or denials.

 

Approval or Denial. The Preclearance Officer shall determine whether approval of the proposed trade would place the individual’s interests ahead of the interests of Western Asset clients (including the Funds). To be valid, a Preclearance Officer must sign the Trading Authorization Form or otherwise evidence approval.

 

Expiration of Trading Permission. Trade authorizations expire at the end of the trading day during which authorization is granted. Trade authorizations also expire if they are revoked or if you learn that the information provided in the Trade Authorization request is not accurate. If the authorization expires, a new authorization must be obtained before the trade order may be placed. If an order is placed but has not been executed before the authorization expires ( e.g., a limit order), no new authorization is necessary unless the order is amended in any way.

 

Transactions of a Preclearance Officer. A Preclearance Officer may not approve his or her own Trading Authorization Form.

 

Proxies. You may designate a representative to complete and submit a Trade Authorization Form if you are unable to complete the form on your behalf in order to obtain proper authorization.

 

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PERSONAL TRADING RESTRICTIONS

 

In addition to reporting and preclearance obligations, you are also subject to restrictions regarding the manner in which you trade and hold securities in any personal investment accounts for which you report transactions. (The Section above titled “Reporting of Personal Trading” describes which accounts must be reported.)

 

For all Western Asset employees:

 

· Market Manipulation. You shall not execute any securities transactions with the intent to raise, lower, or maintain the price of any security or to falsely create the appearance of trading activity.

 

· Spread Betting. Spread Betting is a speculative transaction that involves taking a bet on the price movement of a security, index or other financial product via a spread betting company.   Spread betting on financial products is not permitted and employees may not use spread betting accounts to circumvent the Code of Ethics.  Spread betting on non-financial products, such as sporting events, is not covered by the Code of Ethics.

 

· Trading on Inside Information. You shall not purchase or sell any security if you have material nonpublic information about the security or the issuer of the security. You are also subject to Western Asset’s policy on insider trading. This policy applies both to personal transactions and to transactions executed by Western Asset personnel on behalf of client accounts.

 

· Excessive Personal Trading. You are limited to 75 transactions per calendar quarter. Transactions are defined as executions - therefore, a buy and a sell of the same security are considered as two transactions and multiple fills for limit orders are each considered a transaction unless brokers provide information to permit independent confirmation that multiple confirmations originated from a single order. This does not apply to accounts held by family members where you do not have any trading authority, fully managed accounts where you have given permission to another party to manage your account, and rebalancing of investments in the 401(k), 403(b) or any other company sponsored retirement accounts.

 

· Initial Public Offerings for Investment Persons: Investment Persons may not purchase any securities through an initial public offering.

 

Regardless of whether a transaction is specifically prohibited in this Code of Ethics, you may not engage in any personal securities transactions that (i) impact your ability to carry out your assigned duties or (ii) increase the possibility of an actual or apparent conflict of interest.

 

Holding Periods for securities in personal accounts for all Western Asset employees:

 

· After making a purchase, you must hold that security for at least 60 calendar days unless specifically exempted below.

 

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· Holding periods apply for all securities except transactions in money market funds, government/sovereign securities issued by G-7 countries and derivatives on such securities, high quality short-term debt instruments, ETFs or other index securities, options on broad-based indices, and open-end mutual funds not advised by Western Asset.

 

· For the avoidance of doubt, the 60-day holding period applies for all mutual funds, investment companies, unit trusts, REITs, or other commingled vehicles for which Western Asset serves as adviser or sub-adviser.

 

· This limitation applies to any purchases or sales in your individual retirement account, 401(k), deferred compensation plan, or any similar retirement plan or investment account for you or your immediate family. There is no holding period for purchases or sales done through a systematic investment or withdrawal plan.

 

· There is no holding period for accounts held by family members where you do not have any trading authority or fully managed accounts where you have given permission to another party to manage your account. You may not direct or recommend trades or take any other action that serves to circumvent the provisions of the Code of Ethics.

 

· The holding period may be deemed inapplicable in circumstances such as stop-loss orders declared in advance or extreme market volatility if prudent and consistent with the Firm’s overarching fiduciary duties to clients and regulatory obligations.

 

Blackout Periods:

 

· One Day Blackout period for all Western Asset employees:

 

o You may not purchase or sell a fixed-income security (or any security convertible into a fixed income security) of an issuer on the same day in which Western Asset is purchasing or selling a fixed-income security from that same issuer.

 

o Contemporaneous trading activity will be the basis for a denial of a request for trading preclearance.

 

· Seven Day Blackout period for Investment Persons:

 

o You may not purchase or sell a fixed income security (or any security convertible into a fixed income security) if Western Asset purchases or sells securities of the same issuer within seven calendar days before or after the date of your purchase or sale.

 

Preclearance Sought and Obtained in Good Faith:

 

· The blackout period restriction may be deemed inapplicable if, consistent with the overarching duty to put client interests ahead of personal or Firm interests, an Access Person making a personal transaction has sought and received preclearance. This determination will take into account such factors as the degree of involvement in or access to the persons or teams making the investment decision.

 

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REQUIREMENTS FOR FUND DIRECTORS

 

Interested Directors of the Funds that are also Western Asset employees

 

· If you are an Interested Director and also a Western Asset, Legg Mason or Guggenheim employee, you are subject to all the Code of Ethics requirements that apply to you as a Western Asset, Legg Mason or Guggenheim employee. Accordingly, if you are a Western Asset employee, you are required to comply with all provisions of this Code of Ethics. If you are a Legg Mason or Guggenheim employee, you are not subject to the provision of this Code of Ethics, but you are required to comply with the Legg Mason or Guggenheim Code of Ethics, as applicable

 

· You are also subject to the requirements under Section 16 of the Securities and Exchange Act of 1934. For Interested Directors who are also Western Asset employees, this obligation is addressed in the Section above titled “Reporting of Personal Trading.”

 

Interested Directors of the Funds that are not Western Asset employees

 

· Applicable Provisions of the Code of Ethics. For an Interested Director that is not a Western Asset employee, only the requirements as set forth in the following Sections of the Code of Ethics shall apply:

 

o Objectives and Spirit of the Code
o Persons Subject to the Code
o Persons Who Administer the Code
o Reporting of Personal Trading
o Requirements for Fund Directors

 

These sections may also incorporate other parts of the Code of Ethics by reference.

 

· Rule 17j-1 Requirements with Respect to Reporting of Personal Trading. The requirements described above in the Section titled “Reporting of Personal Trading” shall only apply to the extent required by Rule 17j-1. In particular, no reporting of any open-end mutual funds is required.

 

· Section 16 Reporting. Section 16 of the Securities and Exchange Act of 1934 requires all Directors of closed-end investment companies to report changes in your personal ownership of shares of investment companies for which you a Director. If provided with the necessary information, the Legal and Compliance Department will assist and make filings with the Securities and Exchange Commission on your behalf.

 

· Section 16 Personal Trading Restrictions. Section 16 of the Securities and Exchange Act requires a Director to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months. Under Section 16, holding periods operate on a “last in, first out” methodology, so the six month holding period for all holdings re-sets with each new purchase.

 

22

 

Exhibit (q)

 

JOHN HANCOCK VARIABLE INSURANCE TRUST

 

JOHN HANCOCK FUNDS II

 

JOHN HANCOCK FUNDS III

 

JOHN HANCOCK BOND TRUST

 

JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND

 

JOHN HANCOCK CAPITAL SERIES

 

JOHN HANCOCK CURRENT INTEREST

 

JOHN HANCOCK INVESTMENT TRUST

 

JOHN HANCOCK INVESTMENT TRUST II

 

JOHN HANCOCK INVESTMENT TRUST III

 

JOHN HANCOCK MUNICIPAL SECURITIES TRUST

 

JOHN HANCOCK SOVEREIGN BOND FUND

 

JOHN HANCOCK STRATEGIC SERIES

 

JOHN HANCOCK TAX-EXEMPT SERIES FUND

 

JOHN HANCOCK COLLATERAL TRUST

 

(each a “Trust”)

 

POWER OF ATTORNEY

 

The undersigned does hereby constitute and appoint John J. Danello, Kinga Kapuscinski, Thomas Dee, Ariel Ayanna, Nicholas J. Kolokithas, Christopher Sechler, Betsy Anne Seel, Steven Sunnerberg and Andrew Wilkins, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or re-substitution, in any and all capacities, including without limitation in the applicable undersigned’s capacity as president or chief financial officer of each Trust, in the furtherance of the business and affairs of each Trust: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the Securities Exchange Act of 1934, as amended (collectively the “Acts”), and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of the Trust’s Registration Statement on Form N-1A regarding the registration of each Trust or series thereof or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC, and to do generally all such things in my name and on my behalf in the capacity indicated below to enable each Trust to comply with the Acts, and all requirements of the SEC thereunder; and (ii) to execute any and all state regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Trust. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.

 

This Power of Attorney shall be revocable with respect to an undersigned at any time by a writing signed by such undersigned and shall terminate automatically with respect to an undersigned if such undersigned ceases to be a Trustee or Officer of the Trust.

 

Dated: March 12, 2015

 

 
 

 

Name   Signature   Title
         
Andrew G. Arnott   /s/ Andrew G. Arnott   President
         
Charles A. Rizzo   /s/ Charles A. Rizzo  

Chief Financial Officer

(Principal Financial Officer and

        Principal Accounting Officer)
         
Charles L. Bardelis   /s/ Charles L. Bardelis   Trustee
         
James R. Boyle   /s/ James R. Boyle   Trustee
         
Craig Bromley   /s/ Craig Bromley   Trustee
         
Peter S. Burgess   /s/ Peter S. Burgess   Trustee
         
William H. Cunningham   /s/ William H. Cunningham   Trustee
         
Grace K. Fey   /s/ Grace K. Fey   Trustee
         
Theron S. Hoffman   /s/ Theron S. Hoffman   Trustee
         
Deborah C. Jackson   /s/ Deborah C. Jackson   Trustee
         
Hassell H. McClellan   /s/ Hassell H. McClellan   Trustee
         
James M. Oates   /s/ James M. Oates   Trustee
         
Steven R. Pruchansky   /s/ Steven R. Pruchansky   Trustee
         
Gregory A. Russo   /s/ Gregory A. Russo   Trustee
         
Warren A. Thomson   /s/ Warren A. Thomson   Trustee